FT 448
487, 2000-08-10
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                                      Registration No.  333-42872
                                           1940 Act No. 811-05903

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                   Amendment No. 1 to Form S-6

 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
       OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

A.   Exact name of trust:

                             FT 448

B.   Name of depositor:

                      NIKE SECURITIES L.P.

C.   Complete address of depositor's principal executive offices:

                      1001 Warrenville Road
                     Lisle, Illinois  60532

D.        Name and complete address of agents for service:

                                        Copy to:
     JAMES A. BOWEN                     ERIC F. FESS
     c/o Nike Securities L.P.           c/o Chapman and Cutler
     1001 Warrenville Road              111 West Monroe Street
     Lisle, Illinois  60532             Chicago, Illinois 60603

E.   Title of Securities Being Registered:

     An indefinite number of Units pursuant to Rule 24f-2
     promulgated under the Investment Company Act of 1940, as
     amended


F.   Approximate date of proposed sale to public:

     As soon as practicable after the effective date of the
     Registration Statement.

|XXX|Check  box  if it is proposed that this filing  will  become
     effective on August 10, 2000 at 2:00 p.m. pursuant to Rule 487.

                ________________________________

            COMMUNICATIONS TECHNOLOGY SELECT PORTFOLIO SERIES
                LEADING BRANDS SELECT PORTFOLIO, SERIES 8
          SOFTWARE INNOVATIONS 2000 SELECT PORTFOLIO, SERIES 4
               COMMUNICATIONS TECHNOLOGY PORTFOLIO SERIES
                   LEADING BRANDS PORTFOLIO, SERIES 8
              SOFTWARE INNOVATIONS 2000 PORTFOLIO, SERIES 4

                                 FT 448

FT 448 is a series of a unit investment trust, the FT Series. FT 448
consists of six separate portfolios listed above (each, a "Trust," and
collectively, the "Trusts"). Each Trust invests in a diversified
portfolio of common stocks ("Securities") issued by companies in the
industry sector or investment focus for which each Trust is named. The
objective of each Trust is to provide above-average capital
appreciation. Each Select Portfolio Series has an expected maturity of
approximately 18 months. Each Portfolio Series has an expected maturity
of approximately five years.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                   First Trust (registered trademark)

                             1-800-621-9533


             The date of this prospectus is August 10, 2000


Page 1


                      Table of Contents

Summary of Essential Information                         3
Fee Table                                                5
Report of Independent Auditors                           6
Statements of Net Assets                                 7
Schedules of Investments                                 9
The FT Series                                           16
Portfolios                                              17
Risk Factors                                            19
Public Offering                                         20
Distribution of Units                                   22
The Sponsor's Profits                                   23
The Secondary Market                                    24
How We Purchase Units                                   24
Expenses and Charges                                    24
Tax Status                                              25
Retirement Plans                                        26
Rights of Unit Holders                                  26
Income and Capital Distributions                        27
Redeeming Your Units                                    28
Removing Securities from a Trust                        29
Amending or Terminating the Indenture                   30
Information on the Sponsor, Trustee and Evaluator       30
Other Information                                       32

Page 2


                     Summary of Essential Information
                                 FT 448


                    At the Opening of Business on the
                 Initial Date of Deposit-August 10, 2000


                    Sponsor:  Nike Securities L.P.
                    Trustee:  The Chase Manhattan Bank
                  Evaluator:  First Trust Advisors L.P.

<TABLE>
<CAPTION>
                                                                        Communications     Leading            Software
                                                                        Technology         Brands             Innovations 2000
                                                                        Select Portfolio   Select Portfolio   Select Portfolio
                                                                        Series             Series 8           Series 4
                                                                        ________________   ________________   ________________
<S>                                                                     <C>                <C>                <C>
Initial Number of Units (1)                                                 14,850             14,935             14,779
Fractional Undivided Interest in the Trust per Unit (1)                   1/14,850           1/14,935           1/14,779
Public Offering Price:
    Aggregate Offering Price Evaluation
          of Securities per Unit (2)                                    $    9.900         $    9.900         $    9.900
    Maximum Sales Charge of 3.25% of the Public Offering
          Price per Unit (3.283% of the net amount
          invested, exclusive of the deferred sales charge) (3)         $     .325         $     .325         $     .325
    Less Deferred Sales Charge per Unit                                 $    (.225)        $    (.225)        $    (.225)
Public Offering Price per Unit (4)                                      $   10.000         $   10.000         $   10.000
Sponsor's Initial Repurchase Price per Unit (5)                         $    9.675         $    9.675         $    9.675
Redemption Price per Unit
    (based on aggregate underlying value of
    Securities less deferred sales charge) (5)                          $    9.675         $    9.675         $    9.675
Cash CUSIP Number                                                       30265T 244         30265T 285         30265T 327
Reinvestment CUSIP Number                                               30265T 251         30265T 293         30265T 335
Fee Accounts Cash CUSIP Number                                          30265T 269         30265T 301         30265T 343
Fee Accounts Reinvestment CUSIP Number                                  30265T 277         30265T 319         30265T 350
Security Code                                                                59395              59399              59414
</TABLE>

<TABLE>
<CAPTION>
<S>                                           <C>
First Settlement Date                         August 15, 2000
Mandatory Termination Date (6)                February 11, 2002
Income Distribution Record Date               Fifteenth day of each June and December, commencing December 15, 2000.
Income Distribution Date (7)                  Last day of each June and December, commencing December 31, 2000.

_____________

<FN>
See "Notes to Summary of Essential Information" on page 4.
</FN>
</TABLE>

Page 3


                     Summary of Essential Information
                                 FT 448


At the Opening of Business on the Initial Date of Deposit-August 10, 2000


                    Sponsor:  Nike Securities L.P.
                    Trustee:  The Chase Manhattan Bank
                  Evaluator:  First Trust Advisors L.P.

<TABLE>
<CAPTION>
                                                                       Communications     Leading            Software
                                                                       Technology         Brands             Innovations 2000
                                                                       Portfolio          Portfolio          Portfolio
                                                                       Series             Series 8           Series 4
                                                                       ___________        ___________        ________________
<S>                                                                    <C>                <C>                <C>
Initial Number of Units (1)                                                14,850             14,935             14,779
Fractional Undivided Interest in the Trust per Unit (1)                  1/14,850           1/14,935           1/14,779
Public Offering Price:
   Aggregate Offering Price Evaluation
       of Securities per Unit (2)                                      $    9.900         $    9.900         $    9.900
   Maximum Sales Charge of 4.40% of the Public Offering
      Price per Unit (4.444% of the net amount
      invested, exclusive of the deferred sales charge) (3)            $     .440         $     .440         $     .440
   Less Deferred Sales Charge per Unit                                 $    (.340)        $    (.340)        $    (.340)
Public Offering Price per Unit (4)                                     $   10.000         $   10.000         $   10.000
Sponsor's Initial Repurchase Price per Unit (5)                        $    9.560         $    9.560         $    9.560
Redemption Price per Unit
    (based on aggregate underlying value of
    Securities less deferred sales charge) (5)                         $    9.560         $    9.560         $    9.560
Cash CUSIP Number                                                      30265T 368         30265T 400         30265T 442
Reinvestment CUSIP Number                                              30265T 376         30265T 418         30265T 459
Fee Accounts Cash CUSIP Number                                         30265T 384         30265T 426         30265T 467
Fee Accounts Reinvestment CUSIP Number                                 30265T 392         30265T 434         30265T 475
Security Code                                                               59391              59403              59418
</TABLE>

<TABLE>
<CAPTION>
<S>                                    <C>
First Settlement Date                  August 15, 2000
Mandatory Termination Date (6)         August 10, 2005
Income Distribution Record Date        Fifteenth day of each June and December, commencing December 15, 2000.
Income Distribution Date (7)           Last day of each June and December, commencing December 31, 2000.

_____________

<FN>
                NOTES TO SUMMARY OF ESSENTIAL INFORMATION

(1) As of the close of business on the Initial Date of Deposit, we may
adjust the number of Units of a Trust so that the Public Offering Price
per Unit will equal approximately $10.00. If we make such an adjustment,
the fractional undivided interest per Unit will vary from the amounts
indicated above.

(2) Each listed Security is valued at its last closing sale price. If a
Security is not listed, or if no closing sale price exists, it is valued
at its closing ask price. Evaluations for purposes of determining the
purchase, sale or redemption price of Units are made as of the close of
trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m.
Eastern time) on each day on which it is open (the "Evaluation Time").

(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. See "Fee Table" and "Public Offering."

(4) The Public Offering Price shown above reflects the value of the
Securities on the business day prior to the Initial Date of Deposit. No
investor will purchase Units at this price. The price you pay for your
Units will be based on their valuation at the Evaluation Time on the
date you purchase your Units. On the Initial Date of Deposit the Public
Offering Price per Unit will not include any accumulated dividends on
the Securities. After this date a pro rata share of any accumulated
dividends on the Securities will be included.

(5) Until the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period, the Sponsor's Initial Repurchase
Price per Unit and the Redemption Price per Unit will include the
estimated organization costs per Unit set forth under "Fee Table." After
such date, the Sponsor's Repurchase Price and Redemption Price per Unit
will not include such estimated organization costs. See "Redeeming Your
Units."

(6) See "Amending or Terminating the Indenture."

(7) Distributions from the Capital Account will be made monthly on the
last day of the month to Unit holders of record on the fifteenth day of
such month if the amount available for distribution equals at least
$1.00 per 100 Units. In any case, we will distribute any funds in the
Capital Account in December of each year.
</FN>
</TABLE>

Page 4


                           Fee Table

This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of a Trust. See "Public
Offering" and "Expenses and Charges." Although each Select Portfolio
Series has a term of approximately 18 months, each Portfolio Series has
a term of approximately five years, and each is a unit investment trust
rather than a mutual fund, this information allows you to compare fees.

<TABLE>
<CAPTION>
                                                                             Select
                                                                             Portfolio Series          Portfolio Series
                                                                             ______________            ______________
                                                                                         Amount                    Amount
                                                                                         per Unit                  per Unit
                                                                                         ______                    ______
<S>                                                                          <C>         <C>           <C>         <C>
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Maximum sales charge                                                         3.25%       $.325         4.40%       $.440
                                                                             =======     =======       =======     =======
Initial sales charge (paid at time of purchase)                              1.00%(a)    $.100         1.00%(a)    $.100
Deferred sales charge (paid in installments or at redemption)                2.25%(b)     .225         3.40%(b)     .340

Organization Costs
(as a percentage of public offering price)
Estimated organization costs                                                 .260%(c)    $.0260        .225%(c)    $.0225
                                                                             ======      =======       ======      =======
Estimated Annual Trust Operating Expenses(d)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative and evaluation fees       .081%       $.0080        .100%       $.0098
Creation and development fee                                                 .350%(e)     .0347        .350%(e)     .0343
Trustee's fee and other operating expenses                                   .118%(f)     .0117        .152%(f)     .0149
                                                                             _____       ______        _____       ______
Total                                                                        .549%       $.0544        .602%       $.0590
                                                                             ======      =======       ======      =======
</TABLE>

                                 Example

This example is intended to help you compare the cost of investing in a
Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in a Trust for the periods shown
and sell your Units at the end of those periods. The example also
assumes a 5% return on your investment each year and that a Trust's
operating expenses stay the same. Although your actual costs may vary,
based on these assumptions your costs would be:

<TABLE>
<CAPTION>
                                 1 Year    18 Months(g)  3 Years    5 Years
                                 ______    __________    _______    _______
<S>                              <C>       <C>           <C>        <C>
Select Portfolio Series          $406      $434          $ -        $ -
Portfolio Series                  523       N.A.          645        779

The example will not differ if you hold rather than sell your Units at
the end of each period.

_____________

<FN>
(a) The initial sales charge is the difference between the maximum sales
charge (3.25% for each Select Portfolio Series and 4.40% for each
Portfolio Series) and any remaining deferred sales charge.

(b) The deferred sales charge is a fixed dollar amount equal to $.225
per Unit for each Select Portfolio Series and $.340 per Unit for each
Portfolio Series which, as a percentage of the Public Offering Price,
will vary over time. The deferred sales charge will be deducted in five
monthly installments commencing March 20, 2001.

(c) Estimated organization costs will be deducted from the assets of a
Trust at the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period.

(d) With the exception of the creation and development fee, each of the
fees listed herein is assessed on a fixed dollar amount per Unit basis
which, as a percentage of average net assets, will vary over time.

(e) The creation and development fee compensates the Sponsor for creating
and developing the Trusts. During the life of the Trusts, this fee is
accrued daily based on each Trust's net asset value at the annual rate
of .35%.  Each Trust pays the amount of any accrued creation and
development fee to the Sponsor monthly from such Trust's assets. In
connection with the creation and development fee, in no event will the
Sponsor collect over the life of a Trust more than 1.00% in the case of
each Select Portfolio Series or more than 2.85% in the case of each
Portfolio Series of a Unit holder's initial investment.

(f) For each Portfolio Series, other operating expenses include the
costs incurred by each Portfolio Series for annually updating such
Trusts' registration statements. Historically, we paid these costs.
Other operating expenses, however, do not include brokerage costs and
other portfolio transaction fees for any of the Trusts. In certain
circumstances the Trusts may incur additional expenses not set forth
above. See "Expenses and Charges."

(g) For each Select Portfolio Series, the example represents the
estimated costs incurred through each Trust's approximate 18-month life.
</FN>
</TABLE>

Page 5


              Report of Independent Auditors

The Sponsor, Nike Securities L.P., and Unit Holders
FT 448


We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 448, comprised of the Communications
Technology Select Portfolio Series; Leading Brands Select Portfolio,
Series 8; Software Innovations 2000 Select Portfolio, Series 4;
Communications Technology Portfolio Series; Leading Brands Portfolio,
Series 8 and Software Innovations 2000 Portfolio, Series 4 as of the
opening of business on August 10, 2000. These statements of net assets
are the responsibility of the Trusts' Sponsor. Our responsibility is to
express an opinion on these statements of net assets based on our audit.



We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
statements of net assets are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statements of net assets. Our procedures included
confirmation of the letter of credit allocated among the Trusts on
August 10, 2000. An audit also includes assessing the accounting
principles used and significant estimates made by the Sponsor, as well
as evaluating the overall presentation of the statements of net assets.
We believe that our audit of the statements of net assets provides a
reasonable basis for our opinion.



In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of FT 448,
comprised of the Communications Technology Select Portfolio Series;
Leading Brands Select Portfolio, Series 8; Software Innovations 2000
Select Portfolio, Series 4; Communications Technology Portfolio Series;
Leading Brands Portfolio, Series 8 and Software Innovations 2000
Portfolio, Series 4 at the opening of business on August 10, 2000 in
conformity with accounting principles generally accepted in the United
States.


                                       ERNST & YOUNG LLP


Chicago, Illinois
August 10, 2000


Page 6


                       Statements of Net Assets

                                 FT 448


                    At the Opening of Business on the
                 Initial Date of Deposit-August 10, 2000


<TABLE>
<CAPTION>
                                                               Communications       Leading              Software
                                                               Technology           Brands               Innovations 2000
                                                               Select Portfolio     Select Portfolio     Select Portfolio
                                                               Series               Series 8             Series 4
                                                               __________           __________           ________________
<S>                                                            <C>                  <C>                  <C>
NET ASSETS
Investment in Securities represented
     by purchase contracts (1) (2)                             $147,011             $147,856             $146,317
Less liability for reimbursement to Sponsor
     for organization costs (3)                                    (386)                (388)                (384)
Less liability for deferred sales charge (4)                     (3,341)              (3,360)              (3,325)
                                                               ________             ________             ________
Net assets                                                     $143,284             $144,108             $142,608
                                                               ========             ========             ========
Units outstanding                                                14,850               14,935               14,779

ANALYSIS OF NET ASSETS
Cost to investors (5)                                          $148,496             $149,350             $147,795
Less maximum sales charge (5)                                    (4,826)              (4,854)              (4,803)
Less estimated reimbursement to Sponsor
     for organization costs (3)                                    (386)                (388)                (384)
                                                               ________             ________             ________
Net assets                                                     $143,284             $144,108             $142,608
                                                               ========             ========             ========

______________

<FN>
See "Notes to Statements of Net Assets" on page 8.
</FN>
</TABLE>

Page 7


                          Statements of Net Assets

                                 FT 448


At the Opening of Business on the Initial Date of Deposit-August 10, 2000


<TABLE>
<CAPTION>
                                                                    Communications     Leading           Software
                                                                    Technology         Brands            Innovations 2000
                                                                    Portfolio          Portfolio         Portfolio
                                                                    Series             Series 8          Series 4
                                                                    __________         __________        ________________
<S>                                                                 <C>                <C>               <C>
NET ASSETS
Investment in Securities represented
     by purchase contracts (1) (2)                                  $147,011           $147,856          $146,317
Less liability for reimbursement to Sponsor
     for organization costs (3)                                         (334)              (336)             (333)
Less liability for deferred sales charge (4)                          (5,049)            (5,078)           (5,025)
                                                                    ________           ________          ________
Net assets                                                          $141,628           $142,442          $140,959
                                                                    ========           ========          ========
Units outstanding                                                     14,850             14,935            14,779

ANALYSIS OF NET ASSETS
Cost to investors (5)                                               $148,496           $149,349          $147,795
Less maximum sales charge (5)                                         (6,534)            (6,571)           (6,503)
Less estimated reimbursement to Sponsor
     for organization costs (3)                                         (334)              (336)             (333)
                                                                    ________           ________          ________
Net assets                                                          $141,628           $142,442          $140,959
                                                                    ========           ========          ========

______________

<FN>
                    NOTES TO STATEMENTS OF NET ASSETS

(1) Aggregate cost of the Securities listed under "Schedule of
Investments" for each Trust is based on their aggregate underlying value.

(2) An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $1,200,000 will be allocated among each of the six Trusts in FT
448, has been deposited with the Trustee as collateral, covering the
monies necessary for the purchase of the Securities according to their
purchase contracts.

(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trusts. These costs have been estimated at $.0260 per
Unit for each Select Portfolio Series and $.0225 per Unit for each
Portfolio Series. A payment will be made at the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period to an account maintained by the Trustee from which the obligation
of the investors to the Sponsor will be satisfied. To the extent that
actual organization costs of a Trust are greater than the estimated
amount, only the estimated organization costs added to the Public
Offering Price will be reimbursed to the Sponsor and deducted from the
assets of such Trust.

(4) Represents the amount of mandatory deferred sales charge
distributions of $.225 per Unit for each Select Portfolio Series, or
$.340 per Unit for each Portfolio Series, payable to us in five equal
monthly installments beginning on March 20, 2001 and on the twentieth
day of each month thereafter (or if such date is not a business day, on
the preceding business day) through July 20, 2001. If you redeem your
Units before July 20, 2001 you will have to pay the remaining amount of
the deferred sales charge applicable to such Units when you redeem them.

(5) The aggregate cost to investors includes a maximum sales charge
(comprised of an initial sales charge and a deferred sales charge)
computed at the rate of 3.25% of the Public Offering Price per Unit for
each Select Portfolio Series (equivalent to 3.283% of the net amount
invested, exclusive of the deferred sales charge) or 4.40% of the Public
Offering Price per Unit for each Portfolio Series (equivalent to 4.444%
of the net amount invested, exclusive of the deferred sales charge),
assuming no reduction of sales charge as set forth under "Public
Offering."
</FN>
</TABLE>

Page 8


                          Schedule of Investments

            Communications Technology Select Portfolio Series
                                 FT 448


                    At the Opening of Business on the
                 Initial Date of Deposit-August 10, 2000


<TABLE>
<CAPTION>
                                                                                 Percentage        Market       Cost of
Number       Ticker Symbol and                                                   of Aggregate      Value per    Securities to
of Shares    Name of Issuer of Securities (1)                                    Offering Price    Share        the Trust (2)
_________    _____________________________________                               _________         ______       _____________
<S>          <C>                                                                 <C>               <C>          <C>
             Communications Equipment
             ______________________
138          ADCT       ADC Telecommunications, Inc.                               4%              $ 42.750     $  5,900
 82          ALA        Alcatel SA (ADR)                                           4%                71.750        5,883
 77          CMTN       Copper Mountain Networks, Inc.                             4%                76.875        5,919
103          EFNT       Efficient Networks, Inc.                                   4%                57.500        5,922
144          LU         Lucent Technologies Inc.                                   4%                41.063        5,913
 74          NT         Nortel Networks Corporation (3)                            4%                79.250        5,865
 91          TLAB       Tellabs, Inc.                                              4%                64.063        5,830

             Fiber Optics
             ___________
 22          GLW        Corning Incorporated                                       4%               276.250        6,077
 49          JDSU       JDS Uniphase Corporation                                   4%               121.125        5,935
 16          SDLI       SDL, Inc.                                                  4%               363.125        5,810
 43          SCMR       Sycamore Networks, Inc.                                    4%               134.063        5,765

             Networking Products
             __________________
 88          CSCO       Cisco Systems, Inc.                                        4%                67.750        5,962
 72          FDRY       Foundry Networks, Inc.                                     4%                80.375        5,787
 36          JNPR       Juniper Networks, Inc.                                     4%               165.688        5,965
 39          RBAK       Redback Networks Inc.                                      4%               151.063        5,891

             Semiconductors
             ______________
 38          AMCC       Applied Micro Circuits Corporation                         4%               151.438        5,755
 25          BRCM       Broadcom Corporation (Class A)                             4%               234.188        5,855
 28          PMCS       PMC-Sierra, Inc. (3)                                       4%               207.000        5,796
 83          RFMD       RF Micro Devices, Inc.                                     4%                70.688        5,867
 83          VTSS       Vitesse Semiconductor Corporation                          4%                70.313        5,836

             Wireless Communications
             ______________________
 71          CMVT       Comverse Technology, Inc.                                  4%                81.313        5,773
314          ERICY      L.M. Ericsson AB (ADR)                                     4%                19.000        5,966
171          MOT        Motorola, Inc.                                             4%                34.500        5,900
147          NOK        Nokia Oy (ADR)                                             4%                40.000        5,880
 97          QCOM       QUALCOMM Incorporated                                      4%                61.438        5,959
                                                                                 ______                         _________
                               Total Investments                                 100%                           $147,011
                                                                                 ======                         =========

_____________

<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>

Page 9


                            Schedule of Investments

                Leading Brands Select Portfolio, Series 8
                                 FT 448


                    At the Opening of Business on the
                 Initial Date of Deposit-August 10, 2000


<TABLE>
<CAPTION>
                                                                                 Percentage       Market      Cost of
Number       Ticker Symbol and                                                   of Aggregate     Value per   Securities to
of Shares    Name of Issuer of Securities (1)                                    Offering Price   Share       the Trust (2)
_________    _____________________________________                               _________        ______      _____________
<S>          <C>                                                                 <C>              <C>         <C>
             Apparel/Retail
             _____________
192          GPS        The Gap, Inc.                                              4%             $31.250     $  6,000
234          JNY        Jones Apparel Group, Inc.                                  4%              25.063        5,865

             Beverages
             _________
 71          BUD        Anheuser-Busch Companies, Inc.                             4%              84.375        5,990
 99          KO         The Coca-Cola Company                                      4%              59.813        5,921
351          LVMHY      LVMH (Louis Vuitton Moet Hennessy) (ADR)                   4%              17.000        5,967
134          PEP        PepsiCo, Inc.                                              4%              44.000        5,896

             Consumer Electronics
             ___________________
134          PHG        Koninklijke (Royal) Philips Electronics N.V. (3)           4%              44.000        5,896

             Food
             ______
173          GIS        General Mills, Inc.                                        4%              34.250        5,925
149          HNZ        H.J. Heinz Company                                         4%              39.938        5,951
129          HSY        Hershey Foods Corporation                                  4%              46.125        5,950
 78          WWY        Wm. Wrigley Jr. Company                                    4%              76.188        5,943

             Household Products
             ___________________
175          CLX        The Clorox Company                                         4%              34.063        5,961
112          CL         Colgate-Palmolive Company                                  4%              52.938        5,929
104          KMB        Kimberly-Clark Corporation                                 4%              57.000        5,928
105          PG         Procter & Gamble Company                                   4%              56.313        5,913

             Leisure
             _______
147          DIS        The Walt Disney Company                                    4%              40.563        5,963
132          HDI        Harley-Davidson, Inc.                                      4%              44.938        5,932

             Pharmaceuticals
             _____________
114          BMY        Bristol-Myers Squibb Company                               4%              52.000        5,928
 61          JNJ        Johnson & Johnson                                          4%              94.813        5,783
135          PFE        Pfizer Inc.                                                4%              42.125        5,687
143          SGP        Schering-Plough Corporation                                4%              41.438        5,926

             Restaurants
             _____________
180          MCD        McDonald's Corporation                                     4%              32.688        5,884
138          SBUX       Starbucks Corporation                                      4%              43.000        5,934

             Toiletries/Cosmetics
             _____________
147          AVP        Avon Products, Inc.                                        4%              40.313        5,926
202          G          The Gillette Company                                       4%              29.000        5,858
                                                                                 ______                       _________
                              Total Investments                                  100%                         $147,856
                                                                                 ======                       =========

_____________

<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>

Page 10


                         Schedule of Investments

          Software Innovations 2000 Select Portfolio, Series 4
                                 FT 448


                    At the Opening of Business on the
                 Initial Date of Deposit-August 10, 2000


<TABLE>
<CAPTION>
                                                                                 Percentage        Market       Cost of
Number       Ticker Symbol and                                                   of Aggregate      Value per    Securities to
of Shares    Name of Issuer of Securities (1)                                    Offering Price    Share        the Trust (2)
_________    _____________________________________                               _________         ______       _____________
<S>          <C>                                                                 <C>               <C>          <C>
             Application Software
             __________________
 49          ADBE       Adobe Systems Incorporated                                 4%              $116.313     $  5,699
 97          DOX        Amdocs Limited                                             4%                60.000        5,820
 72          CMVT       Comverse Technology, Inc.                                  4%                81.313        5,855
 89          GMST       Gemstar-TV Guide International, Inc.                       4%                64.750        5,763
 54          INKT       Inktomi Corporation                                        4%               104.500        5,643
 71          MACR       Macromedia, Inc.                                           4%                84.375        5,991
 80          MSFT       Microsoft Corporation                                      4%                74.250        5,940
127          PAYX       Paychex, Inc.                                              4%                46.500        5,905
 65          PHCM       Phone.com, Inc.                                            4%                91.125        5,923
146          RNWK       RealNetworks, Inc.                                         4%                40.563        5,922

             Computer Data Security Software
             __________________
 44          CHKP       Check Point Software Technologies Ltd. (3)                 4%               128.813        5,668
 40          VRSN       VeriSign, Inc.                                             4%               145.750        5,830

             e-Business Software
             __________________
 43          ARBA       Ariba, Inc.                                                4%               135.313        5,818
109          BEAS       BEA Systems, Inc.                                          4%                53.500        5,831
182          BVSN       BroadVision, Inc.                                          4%                32.188        5,858
121          CMRC       Commerce One, Inc.                                         4%                47.500        5,748
107          FMKT       FreeMarkets, Inc.                                          4%                56.000        5,992
289          PRGN       Peregrine Systems, Inc.                                    4%                19.938        5,762

             Enterprise Software
             __________________
147          COGN       Cognos, Inc. (3)                                           4%                40.000        5,880
 43          ITWO       i2 Technologies, Inc.                                      4%               139.250        5,988
 55          MERQ       Mercury Interactive Corporation                            4%               106.438        5,854
 72          ORCL       Oracle Corporation                                         4%                81.375        5,859
104          SAP        SAP AG (ADR)                                               4%                56.813        5,909
 36          SEBL       Siebel Systems, Inc.                                       4%               165.188        5,947
 55          VRTS       VERITAS Software Corporation                               4%               107.500        5,912
                                                                                 ______                         ________
                              Total Investments                                  100%                           $146,317
                                                                                 ======                         ========

_____________

<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>

Page 11


                         Schedule of Investments

               Communications Technology Portfolio Series
                                 FT 448


                    At the Opening of Business on the
                 Initial Date of Deposit-August 10, 2000


<TABLE>
<CAPTION>
                                                                                 Percentage        Market       Cost of
Number       Ticker Symbol and                                                   of Aggregate      Value per    Securities to
of Shares    Name of Issuer of Securities (1)                                    Offering Price    Share        the Trust (2)
_________    _____________________________________                               _________         ______       _____________
<S>          <C>                                                                 <C>               <C>          <C>
             Communications Equipment
             ______________________
138          ADCT       ADC Telecommunications, Inc.                               4%              $ 42.750     $  5,900
 82          ALA        Alcatel SA (ADR)                                           4%                71.750        5,883
 77          CMTN       Copper Mountain Networks, Inc.                             4%                76.875        5,919
103          EFNT       Efficient Networks, Inc.                                   4%                57.500        5,922
144          LU         Lucent Technologies Inc.                                   4%                41.063        5,913
 74          NT         Nortel Networks Corporation (3)                            4%                79.250        5,865
 91          TLAB       Tellabs, Inc.                                              4%                64.063        5,830

             Fiber Optics
             ___________
 22          GLW        Corning Incorporated                                       4%               276.250        6,077
 49          JDSU       JDS Uniphase Corporation                                   4%               121.125        5,935
 16          SDLI       SDL, Inc.                                                  4%               363.125        5,810
 43          SCMR       Sycamore Networks, Inc.                                    4%               134.063        5,765

             Networking Products
             __________________
 88          CSCO       Cisco Systems, Inc.                                        4%                67.750        5,962
 72          FDRY       Foundry Networks, Inc.                                     4%                80.375        5,787
 36          JNPR       Juniper Networks, Inc.                                     4%               165.688        5,965
 39          RBAK       Redback Networks Inc.                                      4%               151.063        5,891

             Semiconductors
             ______________
 38          AMCC       Applied Micro Circuits Corporation                         4%               151.438        5,755
 25          BRCM       Broadcom Corporation (Class A)                             4%               234.188        5,855
 28          PMCS       PMC-Sierra, Inc. (3)                                       4%               207.000        5,796
 83          RFMD       RF Micro Devices, Inc.                                     4%                70.688        5,867
 83          VTSS       Vitesse Semiconductor Corporation                          4%                70.313        5,836

             Wireless Communications
             ______________________
 71          CMVT       Comverse Technology, Inc.                                  4%                81.313        5,773
314          ERICY      L.M. Ericsson AB (ADR)                                     4%                19.000        5,966
171          MOT        Motorola, Inc.                                             4%                34.500        5,900
147          NOK        Nokia Oy (ADR)                                             4%                40.000        5,880
 97          QCOM       QUALCOMM Incorporated                                      4%                61.438        5,959
                                                                                 ______                         _________
                              Total Investments                                  100%                           $147,011
                                                                                 ======                         =========

_____________

<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>

Page 12


                          Schedule of Investments

                   Leading Brands Portfolio, Series 8
                                 FT 448


                    At the Opening of Business on the
                 Initial Date of Deposit-August 10, 2000


<TABLE>
<CAPTION>
                                                                                 Percentage        Market       Cost of
Number       Ticker Symbol and                                                   of Aggregate      Value per    Securities to
of Shares    Name of Issuer of Securities (1)                                    Offering Price    Share        the Trust (2)
_________    _____________________________________                               _________         ______       _____________
<S>          <C>                                                                 <C>               <C>          <C>
             Apparel/Retail
             _____________
192          GPS        The Gap, Inc.                                              4%              $ 31.250     $  6,000
234          JNY        Jones Apparel Group, Inc.                                  4%                25.063        5,865

             Beverages
             _________
 71          BUD        Anheuser-Busch Companies, Inc.                             4%                84.375        5,990
 99          KO         The Coca-Cola Company                                      4%                59.813        5,921
351          LVMHY      LVMH (Louis Vuitton Moet Hennessy) (ADR)                   4%                17.000        5,967
134          PEP        PepsiCo, Inc.                                              4%                44.000        5,896

             Consumer Electronics
             ___________________
134          PHG        Koninklijke (Royal) Philips Electronics N.V. (3)           4%                44.000        5,896

             Food
             ______
173          GIS        General Mills, Inc.                                        4%                34.250        5,925
149          HNZ        H.J. Heinz Company                                         4%                39.938        5,951
129          HSY        Hershey Foods Corporation                                  4%                46.125        5,950
 78          WWY        Wm. Wrigley Jr. Company                                    4%                76.188        5,943

             Household Products
             ___________________
175          CLX        The Clorox Company                                         4%                34.063        5,961
112          CL         Colgate-Palmolive Company                                  4%                52.938        5,929
104          KMB        Kimberly-Clark Corporation                                 4%                57.000        5,928
105          PG         Procter & Gamble Company                                   4%                56.313        5,913

             Leisure
             _______
147          DIS        The Walt Disney Company                                    4%                40.563        5,963
132          HDI        Harley-Davidson, Inc.                                      4%                44.938        5,932

             Pharmaceuticals
             _____________
114          BMY        Bristol-Myers Squibb Company                               4%                52.000        5,928
 61          JNJ        Johnson & Johnson                                          4%                94.813        5,783
135          PFE        Pfizer Inc.                                                4%                42.125        5,687
143          SGP        Schering-Plough Corporation                                4%                41.438        5,926

             Restaurants
             _____________
180          MCD        McDonald's Corporation                                     4%                32.688        5,884
138          SBUX       Starbucks Corporation                                      4%                43.000        5,934

             Toiletries/Cosmetics
             _____________
147          AVP        Avon Products, Inc.                                        4%                40.313        5,926
202          G          The Gillette Company                                       4%                29.000        5,858
                                                                                 ______                         _________
                              Total Investments                                  100%                           $147,856
                                                                                 ======                         =========

_____________

<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>

Page 13


                          Schedule of Investments

              Software Innovations 2000 Portfolio, Series 4
                                 FT 448


                    At the Opening of Business on the
                 Initial Date of Deposit-August 10, 2000


<TABLE>
<CAPTION>
                                                                                 Percentage       Market        Cost of
Number       Ticker Symbol and                                                   of Aggregate     Value per     Securities to
of Shares    Name of Issuer of Securities (1)                                    Offering Price   Share         the Trust (2)
_________    _____________________________________                               _________        ______        _____________
<S>          <C>                                                                 <C>              <C>           <C>
             Application Software
             __________________
 49          ADBE       Adobe Systems Incorporated                                 4%             $116.313      $  5,699
 97          DOX        Amdocs Limited                                             4%               60.000         5,820
 72          CMVT       Comverse Technology, Inc.                                  4%               81.313         5,855
 89          GMST       Gemstar-TV Guide International, Inc.                       4%               64.750         5,763
 54          INKT       Inktomi Corporation                                        4%              104.500         5,643
 71          MACR       Macromedia, Inc.                                           4%               84.375         5,991
 80          MSFT       Microsoft Corporation                                      4%               74.250         5,940
127          PAYX       Paychex, Inc.                                              4%               46.500         5,905
 65          PHCM       Phone.com, Inc.                                            4%               91.125         5,923
146          RNWK       RealNetworks, Inc.                                         4%               40.563         5,922

             Computer Data Security Software
             __________________
 44          CHKP       Check Point Software Technologies Ltd. (3)                 4%              128.813         5,668
 40          VRSN       VeriSign, Inc.                                             4%              145.750         5,830

             e-Business Software
             __________________
 43          ARBA       Ariba, Inc.                                                4%              135.313         5,818
109          BEAS       BEA Systems, Inc.                                          4%               53.500         5,831
182          BVSN       BroadVision, Inc.                                          4%               32.188         5,858
121          CMRC       Commerce One, Inc.                                         4%               47.500         5,748
107          FMKT       FreeMarkets, Inc.                                          4%               56.000         5,992
289          PRGN       Peregrine Systems, Inc.                                    4%               19.938         5,762

             Enterprise Software
             __________________
147          COGN       Cognos, Inc. (3)                                           4%               40.000         5,880
 43          ITWO       i2 Technologies, Inc.                                      4%              139.250         5,988
 55          MERQ       Mercury Interactive Corporation                            4%              106.438         5,854
 72          ORCL       Oracle Corporation                                         4%               81.375         5,859
104          SAP        SAP AG (ADR)                                               4%               56.813         5,909
 36          SEBL       Siebel Systems, Inc.                                       4%              165.188         5,947
 55          VRTS       VERITAS Software Corporation                               4%              107.500         5,912
                                                                                 ______                         ________
                              Total Investments                                  100%                           $146,317
                                                                                 ======                         ========

_____________

<FN>
See "Notes to Schedules of Investments" on page 15.

Page 14


                    NOTES TO SCHEDULES OF INVESTMENTS

(1) All Securities are represented by regular way contracts to purchase
such Securities which are backed by an irrevocable letter of credit
deposited with the Trustee. We entered into purchase contracts for the
Securities on August 9, 2000. Each Select Portfolio Series has a
Mandatory Termination Date of February 11, 2002. Each Portfolio Series
has a Mandatory Termination Date of August 10, 2005.

(2) The cost of the Securities to a Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the closing sale prices of the listed Securities and the
ask prices of the over-the-counter traded Securities at the Evaluation
Time on the business day preceding the Initial Date of Deposit). The
valuation of the Securities has been determined by the Evaluator, an
affiliate of ours. The cost of the Securities to us and our loss (which
is the difference between the cost of the Securities to us and the cost
of the Securities to a Trust) are set forth below:

                                                          Cost of          Profit
                                                          Securities       (Loss)
                                                          to Sponsor
                                                          _________        ______
Communications Technology Select Portfolio Series         $147,176         $(165)
Leading Brands Select Portfolio, Series 8                  148,046          (190)
Software Innovations 2000 Select Portfolio, Series 4       146,467          (150)
Communications Technology Portfolio Series                 147,176          (165)
Leading Brands Portfolio, Series 8                         148,046          (190)
Software Innovations 2000 Portfolio, Series 4              146,467          (150)

(3) This Security represents the common stock of a foreign company which
trades directly on a U.S. national securities exchange.
</FN>
</TABLE>

Page 15


                      The FT Series

The FT Series Defined.

We, Nike Securities L.P. (the "Sponsor"), have created hundreds of
similar yet separate series of a unit investment trust which we have
named the FT Series. The series to which this prospectus relates, FT
448, consists of six separate portfolios set forth below:

- Communications Technology Select Portfolio Series
- Leading Brands Select Portfolio, Series 8
- Software Innovations 2000 Select Portfolio, Series 4
- Communications Technology Portfolio Series
- Leading Brands Portfolio, Series 8
- Software Innovations 2000 Portfolio, Series 4

Each Trust was created under the laws of the State of New York by a
Trust Agreement (the "Indenture") dated the Initial Date of Deposit.
This agreement, entered into among Nike Securities L.P., as Sponsor, The
Chase Manhattan Bank as Trustee and First Trust Advisors L.P. as
Portfolio Supervisor and Evaluator, governs the operation of the Trusts.

YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE
TRUSTEE AT 1-800-682-7520.

How We Created the Trusts.

On the Initial Date of Deposit, we deposited portfolios of common stocks
with the Trustee and in turn, the Trustee delivered documents to us
representing our ownership of the Trusts in the form of units ("Units").

After the Initial Date of Deposit, we may deposit additional Securities
in the Trusts, or cash (including a letter of credit) with instructions
to buy more Securities to create new Units for sale. If we create
additional Units, we will attempt, to the extent practicable, to
maintain the percentage relationship established among the Securities on
the Initial Date of Deposit (as set forth in "Schedule of Investments"
for each Trust), and not the percentage relationship existing on the day
we are creating new Units, since the two may differ. This difference may
be due to the sale, redemption or liquidation of any of the Securities.

Since the prices of the Securities will fluctuate daily, the ratio of
Securities in the Trusts, on a market value basis, will also change
daily. The portion of Securities represented by each Unit will not
change as a result of the deposit of additional Securities or cash in a
Trust. If we deposit cash, you and new investors may experience a
dilution of your investment. This is because prices of Securities will
fluctuate between the time of the cash deposit and the purchase of the
Securities, and because the Trusts pay the associated brokerage fees. To
reduce this dilution, the Trusts will try to buy the Securities as close
to the Evaluation Time and as close to the evaluation price as possible.
In addition, because the Trusts pay the brokerage fees associated with
the creation of new Units and with the sale of Securities to meet
redemption and exchange requests, frequent redemption and exchange
activity will likely result in higher brokerage expenses.

An affiliate of the Trustee may receive these brokerage fees or the
Trustee may retain and pay us (or our affiliate) to act as agent for the
Trusts to buy Securities. If we or an affiliate of ours act as agent to
the Trusts, we will be subject to the restrictions under the Investment
Company Act of 1940, as amended.

We cannot guarantee that a Trust will keep its present size and
composition for any length of time. Securities may periodically be sold
under certain circumstances, and the proceeds from these sales will be
used to meet Trust obligations or distributed to Unit holders, but will
not be reinvested. However, Securities will not be sold to take
advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation, or if they no longer meet the criteria by
which they were selected. You will not be able to dispose of or vote any
of the Securities in the Trusts. As the holder of the Securities, the
Trustee will vote all of the Securities and will do so based on our
instructions.

Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the
Securities initially deposited in a Trust fails, unless we can purchase
substitute Securities ("Replacement Securities"), we will refund to you
that portion of the purchase price and sales charge resulting from the
failed contract on the next Income Distribution Date. Any Replacement
Security a Trust acquires will be identical to those from the failed
contract.

Page 16


                       Portfolios

Objectives.

The objective of each Trust is to provide investors with the potential
for above-average capital appreciation through an investment in a
diversified portfolio of common stocks of companies in the sector or
investment focus for which the Trust is named. A diversified portfolio
helps to offset the risks normally associated with such an investment,
although it does not eliminate them entirely. The companies selected for
the Trusts have been researched and evaluated using database screening
techniques, fundamental analysis, and the judgment of the Sponsor's
research analysts. Each Select Portfolio Series has an expected maturity
of approximately 18 months whereas each Portfolio Series has an expected
maturity of approximately five years.

Communications Technology Select Portfolio Series and Communications
Technology Portfolio Series each consist of a portfolio of common stocks
of companies which provide products and services to the communications
industry.

Technological advances, changes in public policy, new services over the
Internet and a low level of advanced equipment and services penetration
worldwide, in our opinion, offer investors a variety of reasons to tap
into the growth potential of the communications industry.

The Communications Technology Portfolios were designed to offer
investors a portfolio of leading and emerging companies that we believe
will benefit from the continued growth and globalization of the
Internet, along with the worldwide deregulation of the historically
monopolistic communications industry.

The portfolio is diversified across leading communications companies
that are involved in wireless and wired technologies, communications
equipment, fiber optics, networking products and semiconductors. We
believe that these companies are well positioned to capitalize on the
communications revolution in the expanding global marketplace.

Growing Demand for Bandwidth. We believe that the demand for value-added
services like high-speed Internet access should continue to fuel demand
for more bandwidth and, subsequently, communications equipment. While
the broadband revolution is underway in the United States, this country
represents only about 4.5% of the global population and worldwide
penetration of advanced communications services remains relatively low.
Communications companies have already initiated merger and acquisition
activity as they strive to increase market share.

Industry Convergence. Because deregulation has increased competition
among service providers both domestically and globally, communications
equipment companies are realizing that the quality of their products and
services will likely determine their level of success with these
carriers. Many equipment companies have already turned to mergers and
acquisitions as a means of providing their customers with a more
complete package of products and services, and we believe that the
industry will be impacted by further consolidation.

Consider the following factors:

- Wireless communications is now one of the fastest growing segments of
the communications equipment market. We believe that consumer demand for
wireless products and services should continue to grow, pushing the
communications industry to upgrade their analog networks to digital
systems.

- In our opinion, as data traffic continues to grow online, the demand
for bandwidth will continue to grow as well, providing opportunities for
the next generation of communications equipment.

- The U.S. Telecommunications Act of 1996 and the 1997
Telecommunications Agreement, passed by the World Trade Organization,
have opened markets domestically and internationally encouraging
competition and capital investment. [Standard & Poor's Industry Surveys]

- The optical networking systems market grew from around $18 billion in
sales in 1998 to approximately $26 billion in 1999. [Standard & Poor's
Industry Surveys] We believe the demand for this type of equipment has
grown because of the enormous data-carrying capacity offered by fiber
optics.

Leading Brands Select Portfolio, Series 8 and Leading Brands Portfolio,
Series 8 each consist of a portfolio of common stocks of companies in
the consumer products industry. Almost every American is familiar with
brand name companies. They are household names, whose products can be
found in almost every home across the country. This is also increasingly
becoming the case overseas as more markets open in developing countries.

Page 17


Typically, leading brands companies have large advertising budgets and
strong research and development enabling them to further expand into new
markets. Today's consumer environment is becoming increasingly
competitive, placing a stronger emphasis on establishing a powerful
global brand. In any given year, thousands of new products in categories
from toothpaste to bleach inundate the marketplace. By marketing
aggressively both domestically and internationally, these blue-chip
companies are able to establish a widely recognized brand name in an
effort to attain market dominance.

Considering that the United States and Canada together make up
approximately 5% of the world's population, it is evident that there are
abundant opportunities for consumer products overseas. Realizing this,
leading companies have been expanding into many untapped foreign markets
where the growth rates in per capita income and spending are generally
forecasted to outpace those of developed countries over the next decade.
The companies in the Leading Brands Portfolios have been chosen for
their financial strength and market dominance, competitive advantages,
skilled management and essential products and services.

Consider the following factors:

- Relaxed trade agreements and improved political climates are opening
more markets for producers of leading brand name products.

- Generally, the products and services of consumer goods companies
remain in demand, even during uncertain economic times.

- A strong U.S. economy and the creation of the euro in Europe, which
has the potential to encourage companies to increase their global
branding efforts in that region, are both positive factors for consumer
goods companies, considering that these regions have been two of the
largest consumers of brand name products historically. [Standard &
Poor's Industry Surveys]

- Some 80% of the world's population is in developing countries, which
represents a potential growth opportunity. [Standard & Poor's Industry
Surveys]

Software Innovations 2000 Select Portfolio, Series 4 and Software
Innovations 2000 Portfolio, Series 4 each consist of a portfolio of
common stocks of companies that provide software products and services
to address a wide variety of business needs, including networking, e-
commerce, supply chain management and financial reporting.

The computer software industry has come a long way since the
introduction of the first operating system. The software industry has
helped fuel an information revolution, changing the way we live and
work. Today, one of the biggest challenges for software developers is to
market products and services that are not only compatible with hardware,
but improve its functionality.

The growing popularity of computer networking in the business community,
coupled with the anticipated growth of e-commerce on the Internet, has
boosted demand for software which can increase efficiency and
productivity.

Businesses have embraced software as a way to create innovative, real
life solutions that have the potential to impact their bottom line. For
instance, they could utilize enterprise resource planning software
applications designed to automate back-office operations for
administrative purposes; implement supply chain software to help
forecast demand, shorten product life cycles and reduce inventories; or
apply customer relationship management software to automate sales,
marketing, call center and field service operations. Software companies
have traditionally marketed products that addressed back-office
operations. Now that the Internet infrastructure is in place, the focus
of technology is shifting to e-commerce. E-commerce represents a new
opportunity and new challenges in the areas of front-office and customer
service management.

A strong U.S. economy also continues to be a driving force behind the
software industry. Because many high-end software applications also
carry higher price tags, companies are typically less sensitive to
budget constraints during good economic times than they are during
weaker times.

The following factors support our positive outlook for the software
industry:

- Now that corporate budgets have been freed from Y2K-related spending,
we believe that companies will refocus their information technology
spending on productivity enhancing technology such as software.

- According to International Data Corp., Internet commerce is
anticipated to grow rapidly during the next few years. In light of the
potential magnitude of online commerce, we believe that commerce

Page 18

software providers and computer data security software providers stand
to benefit from this potential increase.

- As more handheld devices such as smart phones and personal digital
assistants ("PDAs") are used to access the Web, we believe the demand
for software that increases their functionality has the potential to
grow as well.

You should be aware that predictions stated herein for the above
industries or sectors may not be realized. In addition, the Securities
contained in each Trust are not intended to be representative of the
selected industry or sector as a whole and the performance of each Trust
is expected to differ from that of its comparative industry or sector.
Of course, as with any similar investments, there can be no guarantee
that the objective of the Trusts will be achieved. See "Risk Factors"
for a discussion of the risks of investing in the Trusts.

                      Risk Factors


Price Volatility. The Trusts invest in common stocks of U.S. and foreign
companies. The value of a Trust's Units will fluctuate with changes in
the value of these common stocks. Common stock prices fluctuate for
several reasons including changes in investors' perceptions of the
financial condition of an issuer or the general condition of the
relevant stock market, or when political or economic events affecting
the issuers occur. In addition, common stock prices may be particularly
sensitive to rising interest rates, as the cost of capital rises and
borrowing costs increase.


Because the Trusts are not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that
the performance of any Trust will be positive over any period of time,
especially the relatively short 18-month life of each Select Portfolio
Series, or that you won't lose money. Units of the Trusts are not
deposits of any bank and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.

Dividends. There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either
remain at current levels or increase over time.

Communications Industry. Because more than 25% of the Communications
Technology Portfolios are invested in communications companies, these
Trusts are considered to be concentrated in the communications industry.
A portfolio concentrated in a single industry may present more risks
than a portfolio broadly diversified over several industries. The market
for high technology communications products and services is
characterized by rapidly changing technology, rapid product obsolescence
or loss of patent protection, cyclical market patterns, evolving
industry standards and frequent new product introductions. Certain
communications/bandwidth companies are subject to substantial
governmental regulation, which among other things, regulates permitted
rates of return and the kinds of services that a company may offer. The
communications industry has experienced substantial deregulation in
recent years. Deregulation may lead to fierce competition for market
share and can have a negative impact on certain companies. Competitive
pressures are intense and communications stocks can experience rapid
volatility.

Consumer Products Industry. The Leading Brands Portfolios are considered
to be concentrated in the consumer products industry. General risks of
these companies include cyclicality of revenues and earnings, changing
consumer tastes, extensive competition, product liability litigation and
increased governmental regulation. Generally, spending on consumer
products is affected by the economic health of consumers. A weak economy
and its effect on consumer spending would adversely affect consumer
products companies.

Technology Industry. The Software Innovations 2000 Portfolios are
considered to be concentrated in the technology industry. Technology
companies are generally subject to the risks of rapidly changing
technologies; short product life cycles; fierce competition; aggressive
pricing and reduced profit margins; the loss of patent, copyright and
trademark protections; cyclical market patterns; evolving industry
standards and frequent new product introductions. Technology companies
may be smaller and less experienced companies, with limited product
lines, markets or financial resources and fewer experienced management
or marketing personnel. Technology company stocks, especially those

Page 19

which are Internet-related, have experienced extreme price and volume
fluctuations that are often unrelated to their operating performance.
Also, the stocks of many Internet companies have exceptionally high
price-to-earnings ratios with little or no earnings histories.

Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on certain of the companies represented in the Trusts.
In addition, litigation regarding any of the issuers of the Securities,
such as that concerning Microsoft Corporation, or of the industries
represented by such issuers may negatively impact the share prices of
these Securities. We cannot predict what impact any pending or proposed
legislation or pending or threatened litigation will have on the share
prices of the Securities.


Foreign Stocks. Certain of the Securities in the Trusts are issued by
foreign companies, which makes the Trusts subject to more risks than if
they invested solely in domestic common stocks. These Securities are
either directly listed on a U.S. securities exchange or are in the form
of American Depositary Receipts ("ADRs") which are listed on a U.S.
securities exchange. Risks of foreign common stocks include higher
brokerage costs; different accounting standards; expropriation,
nationalization or other adverse political or economic developments;
currency devaluations, blockages or transfer restrictions; restrictions
on foreign investments and exchange of securities; inadequate financial
information; and lack of liquidity of certain foreign markets.


                     Public Offering

The Public Offering Price.

You may buy Units at the Public Offering Price, the per Unit price of
which is comprised of the following:

- The aggregate underlying value of the Securities;

- The amount of any cash in the Income and Capital Accounts;

- Dividends receivable on Securities; and

- The total sales charge (which combines an initial upfront sales charge
and a deferred sales charge).

The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" due to various factors,
including fluctuations in the prices of the Securities and changes in
the value of the Income and/or Capital Accounts.

Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934.

Organization Costs. Securities purchased with the portion of the Public
Offering Price intended to be used to reimburse the Sponsor for a
Trust's organization costs (including costs of preparing the
registration statement, the Indenture and other closing documents,
registering Units with the Securities and Exchange Commission ("SEC")
and states, the initial audit of each Trust portfolio, legal fees and
the initial fees and expenses of the Trustee) will be purchased in the
same proportionate relationship as all the Securities contained in a
Trust. Securities will be sold to reimburse the Sponsor for a Trust's
organization costs at the earlier of six months after the Initial Date
of Deposit or the end of the initial offering period (a significantly
shorter time period than the life of the Trusts). During the period
ending with the earlier of six months after the Initial Date of Deposit
or the end of the initial offering period, there may be a decrease in
the value of the Securities. To the extent the proceeds from the sale of
these Securities are insufficient to repay the Sponsor for Trust
organization costs, the Trustee will sell additional Securities to allow
a Trust to fully reimburse the Sponsor. In that event, the net asset
value per Unit of a Trust will be reduced by the amount of additional
Securities sold. Although the dollar amount of the reimbursement due to
the Sponsor will remain fixed and will never exceed the per Unit amount
set forth for a Trust in "Notes to Statements of Net Assets," this will
result in a greater effective cost per Unit to Unit holders for the
reimbursement to the Sponsor. To the extent actual organization costs
are less than the estimated amount, only the actual organization costs
will be deducted from the assets of a Trust. When Securities are sold to
reimburse the Sponsor for organization costs, the Trustee will sell
Securities, to the extent practicable, which will maintain the same
proportionate relationship among the Securities contained in a Trust as
existed prior to such sale.

Page 20


Minimum Purchase.

The minimum amount you can purchase of a Trust is $1,000 worth of Units
($500 if you are purchasing Units for your Individual Retirement Account
or any other qualified retirement plan).

Sales Charges.

The sales charge you will pay has both an initial and a deferred
component. The initial sales charge, which you will pay at the time of
purchase, is equal to the difference between the maximum sales charge
(3.25% of the Public Offering Price for each Select Portfolio Series and
4.40% of the Public Offering Price for each Portfolio Series) and the
maximum remaining deferred sales charge (initially equal to $.225 per
Unit for each Select Portfolio Series and $.340 per Unit for each
Portfolio Series). This initial sales charge is initially equal to
approximately 1.00% of the Public Offering Price of a Unit, but will
vary from 1.00% depending on the purchase price of your Units and as
deferred sales charge payments are made. When the Public Offering Price
exceeds $10.00 per Unit, the initial sales charge will exceed 1.00% of
the Public Offering Price.

Monthly Deferred Sales Charge. In addition, five monthly deferred sales
charge payments of $.045 per Unit for each Select Portfolio Series or
$.068 per Unit for each Portfolio Series will be deducted from a Trust's
assets on approximately the 20th day of each month from March 20, 2001
through July 20, 2001. If you buy Units at a price of less than $10.00
per Unit, the dollar amount of the deferred sales charge will not
change, but the deferred sales charge on a percentage basis will be more
than 2.25% of the Public Offering Price for each Select Portfolio Series
or more than 3.4% of the Public Offering Price for each Portfolio Series.


If you purchase Units after the last deferred sales charge payment has
been assessed, your sales charge will consist of a one-time initial
sales charge of 3.25% of the Public Offering Price per Unit (equivalent
to 3.359% of the net amount invested) for each Select Portfolio Series
and 4.40% of the Public Offering Price per Unit (equivalent to 4.603% of
the net amount invested) for each Portfolio Series. For each Portfolio
Series, the sales charge will be reduced by 1/2 of 1% on each subsequent
August 31, commencing August 31, 2001, to a minimum sales charge of 3.00%.


Discounts for Certain Persons.

If you invest at least $50,000 (except if you are purchasing for "Fee
Accounts" as described below), the maximum sales charge is reduced as
follows for each Select Portfolio Series:

                                    Your maximum
If you invest                       sales charge
(in thousands):*                    will be:
_________________                   ____________
$50 but less than $100              3.00%
$100 but less than $150             2.75%
$150 but less than $500             2.40%
$500 but less than $1,000           2.25%
$1,000 or more                      1.50%

For each Portfolio Series:

                                    Your maximum
If you invest                       sales charge
(in thousands):*                    will be:
_________________                   ____________
$50 but less than $100              4.15%
$100 but less than $250             3.90%
$250 but less than $500             3.40%
$500 or more                        2.40%

* Breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.

The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from any one dealer. To
help you reach the above levels, you can combine the Units you purchase
of the Trusts in this prospectus with any other same day purchases of
other trusts for which we are Principal Underwriter and are currently in
the initial offering period. In addition, we will also consider Units
you purchase in the name of your spouse or child under 21 years of age
to be purchases by you. The reduced sales charges will also apply to a
trustee or other fiduciary purchasing Units for a single trust estate or
single fiduciary account. You must inform your dealer of any combined
purchases before the sale in order to be eligible for the reduced sales
charge. Any reduced sales charge is the responsibility of the party
making the sale.

Page 21

You may use redemption or termination proceeds from any unit investment
trust we sponsor to purchase Units of the Trusts during the initial
offering period at the Public Offering Price less 1.00%. Please note
that any deferred sales charge remaining on units you redeem to buy
Units of the Trusts will be deducted from those redemption proceeds.

Investors purchasing Units through registered broker/dealers who charge
periodic fees in lieu of commissions or who charge for financial
planning, investment advisory or asset management services or provide
these or comparable services as part of an investment account where a
comprehensive "wrap fee" or similar charge is imposed ("Fee Accounts")
will not be assessed the initial or deferred sales charge described in
this section on the purchase of Units. We reserve the right to limit or
deny purchases of Units not subject to the initial or deferred sales
charge by investors whose frequent trading activity we determine to be
detrimental to the Trusts.

Employees, officers and directors (and immediate family members) of the
Sponsor, our related companies, dealers and their affiliates, and
vendors providing services to us may purchase Units at the Public
Offering Price less the applicable dealer concession. Immediate family
members include spouses, children, grandchildren, parents, grandparents,
siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law,
brothers-in-law and sisters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons.

You will be charged the deferred sales charge per Unit regardless of any
discounts. However, if you are eligible to receive a discount such that
the maximum sales charge you must pay is less than the applicable
maximum deferred sales charge, including Fee Accounts Units, you will be
credited the difference between your maximum sales charge and the
maximum deferred sales charge at the time you buy your Units. If you
elect to have distributions reinvested into additional Units of your
Trust, in addition to the reinvestment Units you receive you will also
be credited additional Units with a dollar value at the time of
reinvestment sufficient to cover the amount of any remaining deferred
sales charge to be collected on such reinvestment Units. The dollar
value of these additional credited Units (as with all Units) will
fluctuate over time, and may be less on the dates deferred sales charges
are collected than their value at the time they were issued.

The Value of the Securities.

The Evaluator will appraise the aggregate underlying value of the
Securities in a Trust as of the Evaluation Time on each business day and
will adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the
Trustee receive orders for purchases, sales or redemptions after that
time, or on a day which is not a business day, they will be held until
the next determination of price. The term "business day" as used in this
prospectus will exclude Saturdays, Sundays and certain national holidays
on which the NYSE is closed.

The aggregate underlying value of the Securities in a Trust will be
determined as follows: if the Securities are listed on a securities
exchange or The Nasdaq Stock Market, their value is generally based on
the closing sale prices on that exchange or system (unless it is
determined that these prices are not appropriate as a basis for
valuation). However, if there is no closing sale price on that exchange
or system, they are valued based on the closing ask prices. If the
Securities are not so listed, or, if so listed and the principal market
for them is other than on that exchange or system, their value will
generally be based on the current ask prices on the over-the-counter
market (unless it is determined that these prices are not appropriate as
a basis for valuation). If current ask prices are unavailable, the
valuation is generally determined:

a) On the basis of current ask prices for comparable securities;

b) By appraising the value of the Securities on the ask side of the
market; or

c) By any combination of the above.

After the initial offering period is over, the aggregate underlying
value of the Securities will be determined as set forth above, except
that bid prices are used instead of ask prices when necessary.

                  Distribution of Units

We intend to qualify Units of the Trusts for sale in a number of states.
All Units will be sold at the then current Public Offering Price.

Dealer Concessions.

For each Select Portfolio Series, dealers and other selling agents can

Page 22

purchase Units at prices which reflect a concession or agency commission
of 2.75% of the Public Offering Price per Unit. However, for Units
subject to a sales charge which are purchased using redemption or
termination proceeds, this amount will be reduced to 1.75% of the sales
price of these Units.


For each Portfolio Series, dealers and other selling agents can purchase
Units at prices which reflect a concession or agency commission of 3.2%
of the Public Offering Price per Unit (or 65% of the maximum sales
charge after August 31, 2001). However, for Units subject to a sales
charge which are purchased using redemption or termination proceeds,
this amount will be reduced to 2.20% of the sales price of these Units.
Dealers and other selling agents will receive an additional volume
concession or agency commission on all Portfolio Series Units they sell
equal to .30% of the Public Offering Price if they purchase at least
$100,000 worth of Units of the Trusts on the Initial Date of Deposit or
$250,000 on any day thereafter or if they were eligible to receive a
similar concession in connection with sales of similarly structured
trusts sponsored by us which are currently in the initial offering period.


Dealers and other selling agents who sell Units of a Trust during the
initial offering period in the dollar amounts shown below will be
entitled to the following additional sales concessions as a percentage
of the Public Offering Price:

Total Sales per Trust               Additional
(in millions):                      Concession:
_________________                   __________
$1 but less than $10                .20%
$10 or more                         .30%

Dealers and other selling agents can combine Units of a Select Portfolio
Series and its related Portfolio Series they sell for purposes of
reaching the additional concessions levels set forth in the above table.
In addition, dealers and other selling agents will not receive a
concession on the sale of Units which are not subject to the initial or
deferred sales charge, but such Units will be included in determining
whether the above volume sales levels are met. For all Trusts, dealers
and other selling agents who, during any consecutive 12-month period,
sell at least $2 billion worth of primary market units of unit
investment trusts sponsored by us will receive a concession of $30,000
in the month following the achievement of this level. We reserve the
right to change the amount of concessions or agency commissions from
time to time. Certain commercial banks may be making Units of the Trusts
available to their customers on an agency basis. A portion of the sales
charge paid by these customers is kept by or given to the banks in the
amounts shown above.

Award Programs.

From time to time we may sponsor programs which provide awards to a
dealer's registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Units of the Trusts. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to our criteria, or
participate in our sales programs, amounts equal to no more than the
total applicable sales charge on Units sold by such persons during such
programs. We make these payments out of our own assets and not out of
Trust assets. These programs will not change the price you pay for your
Units.

Investment Comparisons.

From time to time we may compare the estimated returns of the Trusts
(which may show performance net of the expenses and charges the Trusts
would have incurred) and returns over specified periods of other similar
trusts we sponsor in our advertising and sales materials, with (1)
returns on other taxable investments such as the common stocks
comprising various market indexes, corporate or U.S. Government bonds,
bank CDs and money market accounts or funds, (2) performance data from
Morningstar Publications, Inc. or (3) information from publications such
as Money, The New York Times, U.S. News and World Report, BusinessWeek,
Forbes or Fortune. The investment characteristics of each Trust differ
from other comparative investments. You should not assume that these
performance comparisons will be representative of a Trust's future
performance.

                  The Sponsor's Profits

We will receive a gross sales commission equal to the maximum sales
charge per Unit of a Trust less any reduced sales charge as stated in
"Public Offering." Also, any difference between our cost to purchase the
Securities and the price at which we sell them to a Trust is considered
a profit or loss (see Note 2 of "Notes to Schedules of Investments").

Page 23

During the initial offering period, dealers and others may also realize
profits or sustain losses as a result of fluctuations in the Public
Offering Price they receive when they sell the Units.

In maintaining a market for the Units, any difference between the price
at which we purchase Units and the price at which we sell or redeem them
will be a profit or loss to us.

                  The Secondary Market

Although not obligated, we intend to maintain a market for the Units
after the initial offering period and continuously offer to purchase
Units at prices based on the Redemption Price per Unit.

We will pay all expenses to maintain a secondary market, except the
Evaluator fees, Trustee costs to transfer and record the ownership of
Units and in the case of each Portfolio Series, costs incurred in
annually updating each Portfolio Series' registration statements. We may
discontinue purchases of Units at any time. IF YOU WISH TO DISPOSE OF
YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES BEFORE
MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. If you sell or redeem
your Units before you have paid the total deferred sales charge on your
Units, you will have to pay the remainder at that time.

                  How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive your proceeds from the
sale no later than if they were redeemed by the Trustee. We may tender
Units that we hold to the Trustee for redemption as any other Units. If
we elect not to purchase Units, the Trustee may sell tendered Units in
the over-the-counter market, if any. However, the amount you will
receive is the same as you would have received on redemption of the Units.

                  Expenses and Charges

The estimated annual expenses of each Trust are listed under "Fee
Table." If actual expenses of a Trust exceed the estimate, that Trust
will bear the excess. The Trustee will pay operating expenses of a Trust
from the Income Account of such Trust if funds are available, and then
from the Capital Account. The Income and Capital Accounts are
noninterest-bearing to Unit holders, so the Trustee may earn interest on
these funds, thus benefiting from their use.

As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trusts, and will receive brokerage fees
when a Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. For each Portfolio Series, legal, typesetting,
electronic filing and regulatory filing fees and expenses associated
with updating those Trusts' registration statements yearly are also now
chargeable to such Trusts. Historically, we paid these fees and
expenses. There are no such fees and expenses that will be charged to
each Select Portfolio Series. First Trust Advisors L.P., an affiliate of
ours, acts as both Portfolio Supervisor and Evaluator to the Trusts and
will receive the fees set forth under "Fee Table" for providing
portfolio supervisory and evaluation services to the Trusts. In
providing portfolio supervisory services, the Portfolio Supervisor may
purchase research services from a number of sources, which may include
underwriters or dealers of the Trusts.

The fees payable to us, First Trust Advisors L.P. and the Trustee are
based on the largest aggregate number of Units of a Trust outstanding at
any time during the calendar year, except during the initial offering
period, in which case these fees are calculated based on the largest
number of Units outstanding during the period for which compensation is
paid. These fees may be adjusted for inflation without Unit holders'
approval, but in no case will the annual fees paid to us or our
affiliates for providing a given service to all unit investment trusts
for which we provide such services be more than the actual cost of
providing such services in such year.

As Sponsor, we will receive a fee from each Trust for creating and
developing the Trusts, including determining each Trust's objectives,
policies, composition and size, selecting service providers and
information services and for providing other similar administrative and
ministerial functions. The "creation and development fee" is accrued
(and becomes a liability of each Trust) on a daily basis. The dollar
amount of the creation and development fee accrued each day, which will

Page 24

vary with fluctuations in a Trust's net asset value, is determined by
multiplying the net asset value of the Trust on that day by 1/365 of the
annual creation and development fee of .35% for each Trust. The total
amount of any accrued but unpaid creation and development fee is paid to
the Sponsor on a monthly basis from the assets of your Trust. If you
redeem your Units, you will only be responsible for any accrued and
unpaid creation and development fee through the date of redemption. In
connection with the creation and development fee, in no event will the
Sponsor collect more than 1.00% for each Select Portfolio Series and
2.85% for each Portfolio Series of a Unit holder's initial investment.
We do not use this fee to pay distribution expenses or as compensation
for sales efforts.

In addition to a Trust's operating expenses and those fees described
above, each Trust may also incur the following charges:

- All legal and annual auditing expenses of the Trustee according to its
responsibilities under the Indenture;

- The expenses and costs incurred by the Trustee to protect a Trust and
your rights and interests;

- Fees for any extraordinary services the Trustee performed under the
Indenture;

- Payment for any loss, liability or expense the Trustee incurred
without negligence, bad faith or willful misconduct on its part, in
connection with its acceptance or administration of a Trust;

- Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Depositor of a
Trust; and/or

- All taxes and other government charges imposed upon the Securities or
any part of a Trust.

The above expenses and the Trustee's annual fee are secured by a lien on
the Trusts. Since the Securities are all common stocks and dividend
income is unpredictable, we cannot guarantee that dividends will be
sufficient to meet any or all expenses of the Trusts. If there is not
enough cash in the Income or Capital Account, the Trustee has the power
to sell Securities in a Trust to make cash available to pay these
charges which may result in capital gains or losses to you. See "Tax
Status."

Each Portfolio Series will be audited annually. So long as we are making
a secondary market for Units, we will bear the cost of these annual
audits to the extent the costs exceed $0.0050 per Unit. Otherwise, each
Portfolio Series will pay for the audit. You can request a copy of the
audited financial statements from the Trustee.

                       Tax Status

This section summarizes some of the main U.S. federal income tax
consequences of owning Units of the Trusts. This section is current as
of the date of this prospectus. Tax laws and interpretations change
frequently, and these summaries do not describe all of the tax
consequences to all taxpayers. For example, these summaries generally do
not describe your situation if you are a non-U.S. person, a
broker/dealer, or other investor with special circumstances. In
addition, this section does not describe your state or foreign taxes. As
with any investment, you should consult your own tax professional about
your particular consequences.

Trust Status.

The Trusts will not be taxed as corporations for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of the Securities and other assets held by your Trust, and
as such you will be considered to have received a pro rata share of
income (i.e., dividends and capital gains, if any) from each Security
when such income is considered to be received by your Trust. This is
true even if you elect to have your distributions automatically
reinvested into additional Units. In addition, the income from a Trust
which you must take into account for federal income tax purposes is not
reduced by amounts used to pay Trust expenses (including the deferred
sales charge, if any).

Your Tax Basis and Income or Loss upon Disposition.

If your Trust disposes of Securities, you will generally recognize gain
or loss. If you dispose of your Units or redeem your Units for cash, you
will also generally recognize gain or loss. To determine the amount of
this gain or loss, you must subtract your tax basis in the related
Securities from your share of the total amount received in the
transaction. You can generally determine your initial tax basis in each
Security or other Trust asset by apportioning the cost of your Units
among each Security or other Trust asset ratably according to their
value on the date you purchase your Units. In certain circumstances,

Page 25

however, you may have to adjust your tax basis after you purchase your
Units (for example, in the case of certain dividends that exceed a
corporation's accumulated earnings and profits).

If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (10% for certain taxpayers in the lowest
tax bracket). Net capital gain equals net long-term capital gain minus
net short-term capital loss for the taxable year. Capital gain or loss
is long-term if the holding period for the asset is more than one year
and is short-term if the holding period for the asset is one year or
less. You must exclude the date you purchase your Units to determine the
holding period of your Units. The tax rates for capital gains realized
from assets held for one year or less are generally the same as for
ordinary income. The tax code may, however, treat certain capital gains
as ordinary income in special situations.

In-Kind Distributions.

Under certain circumstances, you may request a distribution of
Securities (an "In-Kind Distribution") when you redeem your Units
(except for Fee Accounts) or at a Trust's termination. If you request an
In-Kind Distribution you will be responsible for any expenses related to
this distribution. By electing to receive an In-Kind Distribution, you
will receive whole shares of stock plus, possibly, cash.

You will not recognize gain or loss if you only receive Securities in
exchange for your pro rata portion of the Securities held by a Trust.
However, if you also receive cash in exchange for a fractional share of
a Security held by a Trust, you will generally recognize gain or loss
based on the difference between the amount of cash you receive and your
tax basis in such fractional share of the Security.

Limitations on the Deductibility of Trust Expenses.

Generally, for federal income tax purposes, you must take into account
your full pro rata share of a Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by a Trust to the same extent as if you directly
paid the expense. You may, however, be required to treat some or all of
the expenses of the Trusts as miscellaneous itemized deductions.
Individuals may only deduct certain miscellaneous itemized deductions to
the extent they exceed 2% of adjusted gross income.

Foreign, State and Local Taxes.

Some distributions by a Trust may be subject to foreign withholding
taxes. Any dividends withheld will nevertheless be treated as income to
you. However, because you are deemed to have paid directly your share of
foreign taxes that have been paid or accrued by a Trust, you may be
entitled to a foreign tax credit or deduction for U.S. tax purposes with
respect to such taxes.

Under the existing income tax laws of the State and City of New York,
the Trusts will not be taxed as corporations, and the income of the
Trusts will be treated as the income of the Unit holders in the same
manner as for federal income tax purposes.

                    Retirement Plans

You may purchase Units of the Trusts for:

- Individual Retirement Accounts;

- Keogh Plans;

- Pension funds; and

- Other tax-deferred retirement plans.

Generally, the federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review
the tax laws regarding these plans and consult your attorney or tax
advisor. Brokerage firms and other financial institutions offer these
plans with varying fees and charges.

                 Rights of Unit Holders

Unit Ownership.

The Trustee will treat as Record Owner of Units persons registered as
such on its books. It is your responsibility to notify the Trustee when
you become Record Owner, but normally your broker/dealer provides this
notice. You may elect to hold your Units in either certificated or
uncertificated form. All Fee Accounts Units, however, will be held in
uncertificated form.

Certificated Units. When you purchase your Units you can request that
they be evidenced by certificates, which will be delivered shortly after
your order. Certificates will be issued in fully registered form,
transferable only on the books of the Trustee in denominations of one

Page 26

Unit or any multiple thereof. You can transfer or redeem your
certificated Units by endorsing and surrendering the certificate to the
Trustee, along with a written instrument of transfer. You must sign your
name exactly as it appears on the face of the certificate with your
signature guaranteed by an eligible institution. In certain cases the
Trustee may require additional documentation before they will transfer
or redeem your Units.

You may be required to pay a nominal fee to the Trustee for each
certificate reissued or transferred, and to pay any government charge
that may be imposed for each transfer or exchange. If a certificate gets
lost, stolen or destroyed, you may be required to furnish indemnity to
the Trustee to receive replacement certificates. You must surrender
mutilated certificates to the Trustee for replacement.

Uncertificated Units. You may also choose to hold your Units in
uncertificated form. If you choose this option, the Trustee will
establish an account for you and credit your account with the number of
Units you purchase. Within two business days of the issuance or transfer
of Units held in uncertificated form, the Trustee will send you:

- A written initial transaction statement containing a description of
the Trust;

- A list of the number of Units issued or transferred;

- Your name, address and Taxpayer Identification Number ("TIN");

- A notation of any liens or restrictions of the issuer and any adverse
claims; and

- The date the transfer was registered.

Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.
Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.

Unit Holder Reports.

In connection with each distribution, the Trustee will provide you with
a statement detailing the per Unit amount of income (if any)
distributed. After the end of each calendar year, the Trustee will
provide you with the following information:

- A summary of transactions in your Trust for the year;

- A list of any Securities sold during the year and the Securities held
at the end of that year by your Trust;

- The Redemption Price per Unit, computed on the 31st day of December of
such year (or the last business day before); and

- Amounts of income and capital distributed during the year.

You may request from the Trustee copies of the evaluations of the
Securities as prepared by the Evaluator to enable you to comply with
federal and state tax reporting requirements.

            Income and Capital Distributions

You will begin receiving distributions on your Units only after you
become a Record Owner. The Trustee will credit dividends received on a
Trust's Securities to the Income Account of such Trust. All other
receipts, such as return of capital, are credited to the Capital Account
of such Trust.

The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information." No income distribution will be paid if accrued expenses of
a Trust exceed amounts in the Income Account on the Income Distribution
Dates. Distribution amounts will vary with changes in a Trust's fees and
expenses, in dividends received and with the sale of Securities. The
Trustee will distribute amounts in the Capital Account, net of amounts
designated to meet redemptions, pay the deferred sales charge or pay
expenses on the last day of each month to Unit holders of record on the
fifteenth day of each month provided the amount equals at least $1.00
per 100 Units. If the Trustee does not have your TIN, it is required to
withhold a certain percentage of your distribution and deliver such
amount to the Internal Revenue Service ("IRS"). You may recover this
amount by giving your TIN to the Trustee, or when you file a tax return.
However, you should check your statements to make sure the Trustee has
your TIN to avoid this "back-up withholding."

We anticipate that there will be enough money in the Capital Account of
a Trust to pay the deferred sales charge. If not, the Trustee may sell
Securities to meet the shortfall.

Page 27


Within a reasonable time after a Trust is terminated, you will receive
the pro rata share of the money from the sale of the Securities.
However, if you are eligible, you may elect to receive an In-Kind
Distribution as described under "Amending or Terminating the Indenture."
You will receive a pro rata share of any other assets remaining in your
Trust after deducting any unpaid expenses.

The Trustee may establish reserves (the "Reserve Account") within a
Trust to cover anticipated state and local taxes or any governmental
charges to be paid out of such Trust.

Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of your Trust by notifying the Trustee at least 10 days before any
Record Date. Each later distribution of income and/or capital on your
Units will be reinvested by the Trustee into additional Units of your
Trust. There is no sales charge on Units acquired through the
Distribution Reinvestment Option, as discussed under "Public Offering."
This option may not be available in all states. PLEASE NOTE THAT EVEN IF
YOU REINVEST DISTRIBUTIONS, THEY ARE STILL CONSIDERED DISTRIBUTIONS FOR
INCOME TAX PURPOSES.

                  Redeeming Your Units

You may redeem all or a portion of your Units at any time by sending the
certificates representing the Units you want to redeem to the Trustee at
its unit investment trust office. If your Units are uncertificated, you
need only deliver a request for redemption to the Trustee. In either
case, the certificates or the redemption request must be properly
endorsed with proper instruments of transfer and signature guarantees as
explained in "Rights of Unit Holders-Unit Ownership" (or by providing
satisfactory indemnity if the certificates were lost, stolen, or
destroyed). No redemption fee will be charged, but you are responsible
for any governmental charges that apply. Three business days after the
day you tender your Units (the "Date of Tender") you will receive cash
in an amount for each Unit equal to the Redemption Price per Unit
calculated at the Evaluation Time on the Date of Tender.

The Date of Tender is considered to be the date on which the Trustee
receives your certificates or redemption request (if such day is a day
the NYSE is open for trading). However, if your certificates or
redemption request are received after 4:00 p.m. Eastern time (or after
any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next
day the NYSE is open for trading.

Any amounts paid on redemption representing income will be withdrawn
from the Income Account if funds are available for that purpose, or from
the Capital Account. All other amounts paid on redemption will be taken
from the Capital Account. The IRS will require the Trustee to withhold a
portion of your redemption proceeds if it does not have your TIN, as
generally discussed under "Income and Capital Distributions."

If you tender 1,000 Units or more for redemption (except for Fee
Accounts), rather than receiving cash, you may elect to receive an In-
Kind Distribution in an amount equal to the Redemption Price per Unit by
making this request in writing to the Trustee at the time of tender.
However, no In-Kind Distribution requests submitted during the nine
business days prior to a Trust's Mandatory Termination Date will be
honored. Where possible, the Trustee will make an In-Kind Distribution
by distributing each of the Securities in book-entry form to your bank
or broker/dealer account at the Depository Trust Company. The Trustee
will subtract any customary transfer and registration charges from your

In-Kind Distribution. As a tendering Unit holder, you will receive your
pro rata number of whole shares of the Securities that make up the
portfolio, and cash from the Capital Account equal to the fractional
shares to which you are entitled.

The Trustee may sell Securities to make funds available for redemption.
If Securities are sold, the size and diversification of a Trust will be
reduced. These sales may result in lower prices than if the Securities
were sold at a different time.

Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:

- If the NYSE is closed (other than customary weekend and holiday
closings);

- If the SEC determines that trading on the NYSE is restricted or that
an emergency exists making sale or evaluation of the Securities not
reasonably practical; or

- For any other period permitted by SEC order.

The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.

Page 28


The Redemption Price.

The Redemption Price per Unit is determined by the Trustee by:

adding

1. cash in the Income and Capital Accounts of a Trust not designated to
purchase Securities;

2. the aggregate value of the Securities held in a Trust; and

3. dividends receivable on the Securities trading ex-dividend as of the
date of computation; and

deducting

1. any applicable taxes or governmental charges that need to be paid out
of a Trust;

2. any amounts owed to the Trustee for its advances;

3. estimated accrued expenses of a Trust, if any;

4. cash held for distribution to Unit holders of record of a Trust as of
the business day before the evaluation being made;

5. liquidation costs for foreign Securities, if any; and

6. other liabilities incurred by a Trust; and

dividing

1. the result by the number of outstanding Units of a Trust.

Any remaining deferred sales charge on the Units when you redeem them
will be deducted from your redemption proceeds. In addition, until the
earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit will include
estimated organization costs as set forth under "Fee Table."

            Removing Securities from a Trust

The portfolios of the Trusts are not managed. However, we may, but are
not required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:

- The issuer of the Security defaults in the payment of a declared
dividend;

- Any action or proceeding prevents the payment of dividends;

- There is any legal question or impediment affecting the Security;

- The issuer of the Security has breached a covenant which would affect
the payment of dividends, the issuer's credit standing, or otherwise
damage the sound investment character of the Security;

- The issuer has defaulted on the payment of any other of its
outstanding obligations;

- There has been a public tender offer made for a Security or a merger
or acquisition is announced affecting a Security, and that in our
opinion the sale or tender of the Security is in the best interest of
Unit holders; or

- The price of the Security has declined to such an extent, or such
other credit factors exist, that in our opinion keeping the Security
would be harmful to a Trust.

Except in the limited instance in which a Trust acquires Replacement
Securities, as described in "The FT Series," a Trust may not acquire any
securities or other property other than the Securities. The Trustee, on
behalf of the Trusts, will reject any offer for new or exchanged
securities or property in exchange for a Security, such as those
acquired in a merger or other transaction. If such exchanged securities
or property are nevertheless acquired by a Trust, at our instruction,
they will either be sold or held in such Trust. In making the
determination as to whether to sell or hold the exchanged securities or
property we may get advice from each Portfolio Supervisor. Any proceeds
received from the sale of Securities, exchanged securities or property
will be credited to the Capital Account for distribution to Unit holders
or to meet redemption requests. The Trustee may retain and pay us or an
affiliate of ours to act as agent for a Trust to facilitate selling
Securities, exchanged securities or property from the Trusts. If we or
our affiliate act in this capacity, we will be held subject to the
restrictions under the Investment Company Act of 1940, as amended.

The Trustee may sell Securities designated by us or, absent our
direction, at its own discretion, in order to meet redemption requests
or pay expenses. In designating Securities to be sold, we will try to
maintain the proportionate relationship among the Securities. If this is
not possible, the composition and diversification of a Trust may be
changed. To get the best price for a Trust we may specify minimum
amounts (generally 100 shares) in which blocks of Securities are to be
sold. We may consider sales of units of unit investment trusts which we
sponsor when we make recommendations to the Trustee as to which
broker/dealers they select to execute a Trust's portfolio transactions,
or when acting as agent for a Trust in acquiring or selling Securities
on behalf of the Trusts.

Page 29


          Amending or Terminating the Indenture

Amendments. The Indenture may be amended by us and the Trustee without
your consent:

- To cure ambiguities;

- To correct or supplement any defective or inconsistent provision;

- To make any amendment required by any governmental agency; or

- To make other changes determined not to be materially adverse to your
best interests (as determined by us and the Trustee).

Termination. As provided by the Indenture, the Trusts will terminate on
the Mandatory Termination Date as stated in the "Summary of Essential
Information" for each Trust. The Trusts may be terminated earlier:

- Upon the consent of 100% of the Unit holders of a Trust;

- If the value of the Securities owned by a Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in such Trust during the initial offering
period ("Discretionary Liquidation Amount"); or

- In the event that Units of a Trust not yet sold aggregating more than
60% of the Units of such Trust are tendered for redemption by
underwriters, including the Sponsor.

Prior to termination, the Trustee will send written notice to all Unit
holders which will specify how you should tender your certificates, if
any, to the Trustee. If a Trust is terminated due to this last reason,
we will refund your entire sales charge; however, termination of a Trust
before the Mandatory Termination Date for any other stated reason will
result in all remaining unpaid deferred sales charges on your Units
being deducted from your termination proceeds. For various reasons, a
Trust may be reduced below the Discretionary Liquidation Amount and
could therefore be terminated before the Mandatory Termination Date.

Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of a Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner and timing of the sale of
Securities. Because the Trustee must sell the Securities within a
relatively short period of time, the sale of Securities as part of the
termination process may result in a lower sales price than might
otherwise be realized if such sale were not required at this time.

If you own at least 1,000 Units of a Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive an In-Kind Distribution (reduced by customary
transfer and registration charges and subject to any additional
restrictions imposed on Fee Accounts by "wrap fee" plans) rather than
the typical cash distribution. See "Tax Status" for additional
information. You must notify the Trustee at least ten business days
prior to the Mandatory Termination Date if you elect this In-Kind
Distribution option. If you do not elect to participate in the In-Kind
Distribution option, you will receive a cash distribution from the sale
of the remaining Securities, along with your interest in the Income and
Capital Accounts, within a reasonable time after such Trust is
terminated. Regardless of the distribution involved, the Trustee will
deduct from the Trusts any accrued costs, expenses, advances or
indemnities provided for by the Indenture, including estimated
compensation of the Trustee and costs of liquidation and any amounts
required as a reserve to pay any taxes or other governmental charges.

    Information on the Sponsor, Trustee and Evaluator

The Sponsor.

We, Nike Securities L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust"
brand name and other securities. An Illinois limited partnership formed
in 1991, we act as Sponsor for successive series of:

- The First Trust Combined Series

- FT Series (formerly known as The First Trust Special Situations Trust)

- The First Trust Insured Corporate Trust

- The First Trust of Insured Municipal Bonds

- The First Trust GNMA

First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $27 billion in First Trust unit

Page 30

investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.

We are a member of the National Association of Securities Dealers, Inc.
and Securities Investor Protection Corporation. Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number
(630) 241-4141. As of December 31, 1999, the total partners' capital of
Nike Securities L.P. was $19,881,035 (audited).

This information refers only to us and not to the Trusts or to any
series of the Trusts or to any other dealer. We are including this
information only to inform you of our financial responsibility and our
ability to carry out our contractual obligations. We will provide more
detailed financial information on request.

Code of Ethics. The Sponsor and the Trusts have adopted a code of ethics
requiring the Sponsor's employees who have access to information on
Trust transactions to report personal securities transactions. The
purpose of the code is to avoid potential conflicts of interest and to
prevent fraud, deception or misconduct with respect to the Trusts.

The Trustee.

The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th Floor, New York, New
York, 10004-2413. If you have questions regarding the Trusts, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised by the Superintendent of Banks of the State of New York, the
Federal Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System.

The Trustee has not participated in selecting the Securities for the
Trusts; it only provides administrative services.

Limitations of Liabilities of Sponsor and Trustee.

Neither we nor the Trustee will be liable for taking any action or for
not taking any action in good faith according to the Indenture. We will
also not be accountable for errors in judgment. We will only be liable
for our own willful misfeasance, bad faith, gross negligence (ordinary
negligence in the Trustee's case) or reckless disregard of our
obligations and duties. The Trustee is not liable for any loss or
depreciation when the Securities are sold. If we fail to act under the
Indenture, the Trustee may do so, and the Trustee will not be liable for
any action it takes in good faith under the Indenture.

The Trustee will not be liable for any taxes or other governmental
charges or interest on the Securities which the Trustee may be required
to pay under any present or future law of the United States or of any
other taxing authority with jurisdiction. Also, the Indenture states
other provisions regarding the liability of the Trustee.

If we do not perform any of our duties under the Indenture or are not
able to act or become bankrupt, or if our affairs are taken over by
public authorities, then the Trustee may:

- Appoint a successor sponsor, paying them a reasonable rate not more
than that stated by the SEC;

- Terminate the Indenture and liquidate the Trusts; or

- Continue to act as Trustee without terminating the Indenture.

The Evaluator.

The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois 60532.

The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make
determinations in good faith based upon the best available information,
but will not be liable to the Trustee, Sponsor or Unit holders for
errors in judgment.

                    Other Information

Legal Opinions.

Our counsel is Chapman and Cutler, 111 W. Monroe St., Chicago, Illinois,
60603. They have passed upon the legality of the Units offered hereby
and certain matters relating to federal tax law. Carter, Ledyard &
Milburn acts as the Trustee's counsel, as well as special New York tax
counsel for the Trusts.

Experts.

Ernst & Young LLP, independent auditors, have audited the Trusts'
statements of net assets, including the schedules of investments, at the
opening of business on the Initial Date of Deposit, as set forth in

Page 31

their report. We've included the Trusts' statements of net assets,
including the schedules of investments, in the prospectus and elsewhere
in the registration statement in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.

Supplemental Information.

If you write or call the Trustee, you will receive free of charge
supplemental information about this Series, which has been filed with
the SEC and to which we have referred throughout. This information
states more specific details concerning the nature, structure and risks
of this product.

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Page 35


                   FIRST TRUST (registered trademark)

            COMMUNICATIONS TECHNOLOGY SELECT PORTFOLIO SERIES
                LEADING BRANDS SELECT PORTFOLIO, SERIES 8
          SOFTWARE INNOVATIONS 2000 SELECT PORTFOLIO, SERIES 4
               COMMUNICATIONS TECHNOLOGY PORTFOLIO SERIES
                   LEADING BRANDS PORTFOLIO, SERIES 8
              SOFTWARE INNOVATIONS 2000 PORTFOLIO, SERIES 4
                                 FT 448

                                Sponsor:

                           NIKE SECURITIES L.P.

                    1001 Warrenville Road, Suite 300
                          Lisle, Illinois 60532
                             1-630-241-4141

                                Trustee:

                        The Chase Manhattan Bank

                       4 New York Plaza, 6th floor
                      New York, New York 10004-2413
                             1-800-682-7520
                          24-Hour Pricing Line:
                             1-800-446-0132

  This prospectus contains information relating to the above-mentioned
   unit investment trusts, but does not contain all of the information
 about this investment company as filed with the Securities and Exchange
                Commission in Washington, D.C. under the:


- Securities Act of 1933 (file no. 333-42872) and


- Investment Company Act of 1940 (file no. 811-05903)

  Information about the Trusts, including their Codes of Ethics, can be
 reviewed and copied at the Securities and Exchange Commission's Public
Reference Room in Washington D.C. Information regarding the operation of
  the Commission's Public Reference Room may be obtained by calling the
                      Commission at 1-202-942-8090.

    Information about the Trusts, including their Codes of Ethics, is
  available on the EDGAR Database on the Commission's Internet site at
                           http://www.sec.gov.

                 To obtain copies at prescribed rates -

              Write: Public Reference Section of the Commission
                     450 Fifth Street, N.W.; Washington, D.C. 20549-0102
     e-mail address: [email protected]


                             August 10, 2000


           PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 36


                   First Trust (registered trademark)

                              The FT Series

                         Information Supplement

This Information Supplement provides additional information concerning
the structure, operations and risks of unit investment trusts ("Trusts")
contained in FT 448 not found in the prospectus for the Trusts. This
Information Supplement is not a prospectus and does not include all of
the information that a prospective investor should consider before
investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing.


This Information Supplement is dated August 10, 2000. Capitalized terms
have been defined in the prospectus.


                            Table of Contents

Risk Factors
   Securities                                                   1
   Dividends                                                    1
   Foreign Issuers                                              1
Litigation
   Microsoft Corporation                                        2
Concentrations
   Communications                                               2
   Consumer Products                                            3
   Technology                                                   3
Portfolios
   Communications Technology                                    4
   Leading Brands                                               5
   Software Innovations 2000                                    7

Risk Factors

Securities. An investment in Units should be made with an understanding
of the risks which an investment in common stocks entails, including the
risk that the financial condition of the issuers of the Securities or
the general condition of the relevant stock market may worsen, and the
value of the Securities and therefore the value of the Units may
decline. Common stocks are especially susceptible to general stock
market movements and to volatile increases and decreases of value, as
market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors, including expectations
regarding government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.

Dividends. Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate
to those of creditors of, or holders of debt obligations or preferred
stocks of, such issuers. Common stocks do not represent an obligation of
the issuer and, therefore, do not offer any assurance of income or
provide the same degree of protection of capital as do debt securities.
The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends
which could adversely affect the ability and inclination of the issuer
to declare or pay dividends on its common stock or the rights of holders
of common stock with respect to assets of the issuer upon liquidation or
bankruptcy.

Foreign Issuers. Since certain of the Securities included in the Trusts
consist of securities of foreign issuers, an investment in the Trusts
involves certain investment risks that are different in some respects
from an investment in a trust which invests entirely in the securities
of domestic issuers. These investment risks include future political or
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute
directly to a decrease in the value of the Securities and thus in the
value of the Units), the limited liquidity and relatively small market
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act
of 1934, there may be less publicly available information than is

Page 1

available from a domestic issuer. Also, foreign issuers are not
necessarily subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those
applicable to domestic issuers. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of
comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the Trusts, the
Sponsor believes that adequate information will be available to allow
the Supervisor to provide portfolio surveillance for the Trusts.

Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies and are principally traded in foreign currencies. Therefore,
there is a risk that the U.S. dollar value of these securities will vary
with fluctuations in the U.S. dollar foreign exchange rates for the
various Securities.

On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the Trusts are subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Trusts of dividends due on, or proceeds
from the sale of, the Securities. However, there can be no assurance
that exchange control regulations might not be adopted in the future
which might adversely affect payment to the Trusts. The adoption of
exchange control regulations and other legal restrictions could have an
adverse impact on the marketability of international securities in the
Trusts and on the ability of the Trusts to satisfy its obligation to
redeem Units tendered to the Trustee for redemption. In addition,
restrictions on the settlement of transactions on either the purchase or
sale side, or both, could cause delays or increase the costs associated
with the purchase and sale of the foreign Securities and correspondingly
could affect the price of the Units.

Investors should be aware that it may not be possible to buy all
Securities at the same time because of the unavailability of any
Security, and restrictions applicable to the Trusts relating to the
purchase of a Security by reason of the federal securities laws or
otherwise.

Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration
requirements of such Act. Sales of non-exempt Securities by a Trust in
the United States securities markets are subject to severe restrictions
and may not be practicable. Accordingly, sales of these Securities by
the Trusts will generally be effected only in foreign securities
markets. Although the Sponsor does not believe that the Trusts will
encounter obstacles in disposing of the Securities, investors should
realize that the Securities may be traded in foreign countries where the
securities markets are not as developed or efficient and may not be as
liquid as those in the United States. The value of the Securities will
be adversely affected if trading markets for the Securities are limited
or absent.

Litigation

Microsoft Corporation. Microsoft Corporation is currently engaged in
litigation with Sun Microsystems, Inc., the U.S. Department of Justice
and several state Attorneys General. The complaints against Microsoft
include copyright infringement, unfair competition and anti-trust
violations. The claims seek injunctive relief and monetary damages. The
District Court handling the antitrust case recently held that Microsoft
exercised monopoly power in violation of the Sherman Antitrust Act and
various state antitrust laws. The court entered into a final judgment on
June 7, 2000 in which it called for Microsoft to be broken up into two
separate companies, one composed of the company's operating systems and
the other containing its applications software business. The court also
called for significant operating restrictions to be placed on the
company until such time as the separation was completed. Microsoft has
stated that it will appeal the rulings against it after the penalty
phase and final decree. It is impossible to predict what impact the
penalties will have on Microsoft or the value of its stock.

Concentrations

Communications. An investment in Units of the Communications Technology
Portfolios should be made with an understanding of the problems and
risks such an investment may entail. The market for high-technology
communications products and services is characterized by rapidly
changing technology, rapid product obsolescence, cyclical market
patterns, evolving industry standards and frequent new product
introductions. The success of the issuers of the Securities depends in
substantial part on the timely and successful introduction of new
products and services. An unexpected change in one or more of the
technologies affecting an issuer's products or in the market for
products based on a particular technology could have a material adverse
affect on an issuer's operating results. Furthermore, there can be no
assurance that the issuers of the Securities will be able to respond in
a timely manner to compete in the rapidly developing marketplace.

The communications industry is subject to governmental regulation.
However, as market forces develop, the government will continue to
deregulate the communications industry, promoting vigorous economic
competition and resulting in the rapid development of new communications
technologies. The products and services of communications companies may
be subject to rapid obsolescence. These factors could affect the value
of a Trust's Units. For example, while telephone companies in the United
States are subject to both state and federal regulations affecting

Page 2

permitted rates of returns and the kinds of services that may be
offered, the prohibition against phone companies delivering video
services has been lifted. This creates competition between phone
companies and cable operators and encourages phone companies to
modernize their communications infrastructure. Certain types of
companies represented in a Trust's portfolio are engaged in fierce
competition for a share of the market of their products. As a result,
competitive pressures are intense and the stocks are subject to rapid
price volatility.

Many communications companies rely on a combination of patents,
copyrights, trademarks and trade secret laws to establish and protect
their proprietary rights in their products and technologies. There can
be no assurance that the steps taken by the issuers of the Securities to
protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology.

Consumer Products. An investment in the Leading Brands Portfolios should
be made with an understanding of the problems and risks inherent in an
investment in the consumer products industry in general. These include
the cyclicality of revenues and earnings, changing consumer demands,
regulatory restrictions, product liability litigation and other
litigation resulting from accidents, extensive competition (including
that of low-cost foreign competition), unfunded pension fund liabilities
and employee and retiree benefit costs and financial deterioration
resulting from leveraged buy-outs, takeovers or acquisitions. In
general, expenditures on consumer products will be affected by the
economic health of consumers. A weak economy with its consequent effect
on consumer spending would have an adverse effect on consumer products
companies. Other factors of particular relevance to the profitability of
the industry are the effects of increasing environmental regulation on
packaging and on waste disposal, the continuing need to conform with
foreign regulations governing packaging and the environment, the outcome
of trade negotiations and the effect on foreign subsidies and tariffs,
foreign exchange rates, the price of oil and its effect on energy costs,
inventory cutbacks by retailers, transportation and distribution costs,
health concerns relating to the consumption of certain products, the
effect of demographics on consumer demand, the availability and cost of
raw materials and the ongoing need to develop new products and to
improve productivity.

Technology. An investment in Units of the Communications Technology
Portfolios and the Software Solutions 2000 Portfolios should be made
with an understanding of the characteristics of the problems and risks
such an investment may entail. Technology companies generally include
companies involved in the development, design, manufacture and sale of
computers and peripherals, software and services, data
networking/communications equipment, internet access/information
providers, semiconductors and semiconductor equipment and other related
products, systems and services. The market for these products,
especially those specifically related to the Internet, is characterized
by rapidly changing technology, rapid product obsolescence, cyclical
market patterns, evolving industry standards and frequent new product
introductions. The success of the issuers of the Securities depends in
substantial part on the timely and successful introduction of new
products. An unexpected change in one or more of the technologies
affecting an issuer's products or in the market for products based on a
particular technology could have a material adverse affect on an
issuer's operating results. Furthermore, there can be no assurance that
the issuers of the Securities will be able to respond in a timely manner
to compete in the rapidly developing marketplace.

Based on trading history of common stock, factors such as announcements
of new products or development of new technologies and general
conditions of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate
substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to
the operating performance of such companies. This market volatility may
adversely affect the market price of the Securities and therefore the
ability of a Unit holder to redeem Units at a price equal to or greater
than the original price paid for such Units.

Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an
issuer's operating results and customer relationships could be adversely
affected by either an increase in price for, or an interruption or
reduction in supply of, any key components. Additionally, many
technology issuers are characterized by a highly concentrated customer
base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure
to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies
are often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance
that these customers will place additional orders, or that an issuer of
Securities will obtain orders of similar magnitude as past orders from
other customers. Similarly, the success of certain technology companies
is tied to a relatively small concentration of products or technologies.
Accordingly, a decline in demand of such products, technologies or from
such customers could have a material adverse impact on issuers of the
Securities.

Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Securities to
protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or

Page 3

superior to such issuers' technology. In addition, due to the increasing
public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. For
example, recent proposals would prohibit the distribution of obscene,
lascivious or indecent communications on the Internet. The adoption of
any such laws could have a material adverse impact on the Securities in
the Trusts.

Portfolios

     Equity Securities Selected for Communications Technology Select
     Portfolio Series and Communications Technology Portfolio Series

Both the Communications Technology Select Portfolio Series and the
Communications Technology Portfolio Series contain common stocks of the
following companies:


Communications Equipment
________________________



ADC Telecommunications, Inc., headquartered in Minnetonka, Minnesota,
designs, makes and markets a broad range of products and services that
enable its customers to construct and upgrade their telecommunications
networks to support increasing user demand for voice, data and video
services.



Alcatel SA (ADR), headquartered in Paris, France, provides equipment and
systems for the telecommunications, energy and railway transportation
sectors.



Copper Mountain Networks, Inc., headquartered in Palo Alto, California,
develops and markets Digital Subscriber Line (DSL) solutions that enable
high-speed Internet connectivity over the existing copper wire telephone
infrastructure.



Efficient Networks, Inc., headquartered in Dallas, Texas, is a worldwide
developer and supplier of high-speed digital subscriber line customer
premises equipment (CPE) for the broadband access market.



Lucent Technologies Inc., headquartered in Murray Hill, New Jersey,
designs, develops and manufactures communications systems, software and
products worldwide. The company's research and development activities
are conducted through Bell Laboratories.



Nortel Networks Corporation, headquartered in Brampton, Ontario, Canada,
makes fully-digital telecommunications switching equipment and
communications equipment and systems for business and residential use.
The company operates worldwide.



Tellabs, Inc., headquartered in Lisle, Illinois, makes and services
voice, data and video transport and network access systems used by
public telephone companies, long-distance carriers, alternate service
providers, cellular providers, cable operators, government agencies,
utilities and business end-users.



Fiber Optics
____________



Corning Incorporated, headquartered in Corning, New York, with
subsidiaries, manufactures and sells optical fiber, cable, hardware and
components for the global telecommunications industry; ceramic emission
control substrates used in pollution-control devices; and plastic and
glass laboratory products. The company also produces high-performance
displays and components for television and other communications-related
industries.



JDS Uniphase Corporation, headquartered in San Jose, California,
designs, develops, makes and markets laser subsystems, laser-based
semiconductor wafer defect examination and analysis equipment and fiber
optic telecommunications equipment products.



SDL, Inc., headquartered in San Jose, California, designs, manufactures
and markets semiconductor optoelectronic integrated circuits,
semiconductor lasers, fiber optic products and optoelectronic systems.
The company's products are used in the telecommunications, cable
television, dense wavelength division multiplexing and satellite
communications markets.



Sycamore Networks, Inc., headquartered in Chelmsford, Massachusetts,
develops and markets software-based optical networking products. The
company's customers include local exchange carriers, incumbent local
exchange carriers, long distance carriers, Internet service providers,
cable operators, international telephone companies and wholesale carriers.



Networking Products
___________________



Cisco Systems, Inc., headquartered in San Jose, California, provides
networking solutions that connect computing devices and computer
networks. The company offers various products to utilities,
corporations, universities, governments and small to medium businesses
worldwide.



Foundry Networks, Inc., headquartered in Sunnyvale, California, designs,
develops, manufactures and markets a comprehensive suite of high
performance networking products for building and maintaining efficient,
high performance networks.



Juniper Networks, Inc., headquartered in Mountain View, California,
provides Internet infrastructure solutions for Internet service
providers and other telecommunications service providers. The company
delivers next generation Internet backbone routers that are designed for
service provider networks.


Page 4



Redback Networks Inc., headquartered in Sunnyvale, California, provides
advanced networking solutions. The company's solutions enable carriers,
cable multiple system operators and service providers to rapidly deploy
high-speed broadband access to the Internet and corporate networks. The
company's subscriber management system connects and manages subscribers
using digital subscriber line, cable and wireless technologies.



Semiconductors
______________



Applied Micro Circuits Corporation, headquartered in San Diego,
California, designs, makes and markets high-performance, high-bandwidth
silicon products for automated test equipment, high-speed computing and
military markets throughout the world.



Broadcom Corporation (Class A), headquartered in Palo Alto, California,
develops and markets Digital Subscriber Line (DSL) solutions that enable
high-speed Internet connectivity over the existing copper wire telephone
infrastructure.



PMC-Sierra, Inc., headquartered in Burnaby, British Columbia, Canada,
designs, develops, markets and supports high-performance semiconductor
system solutions used in broadband communications infrastructures, high-
bandwidth networks and multimedia personal computers.



RF Micro Devices, Inc., headquartered in Greensboro, North Carolina,
designs, develops and markets proprietary radio frequency integrated
circuits for wireless communications applications such as cellular,
cordless telephony, wireless security and remote meter reading.



Vitesse Semiconductor Corporation, headquartered in Camarillo,
California, designs, develops, makes and sells digital gallium arsenide
integrated circuits primarily for telecommunications, data
communications and automated test equipment systems providers.



Wireless Communications
_______________________



Comverse Technology, Inc., headquartered in Woodbury, New York, makes
and sells computer and telecommunications systems for multimedia
communications and information processing applications. The company's
products are used by telephone network operators, government agencies,
call centers, financial institutions and other public and commercial
organizations worldwide.



L.M. Ericsson AB (ADR), headquartered in Stockholm, Sweden, develops and
produces advanced systems, products and services for wired and mobile
communications in public and private networks worldwide. The company's
product line includes digital and analog systems for telephones and
networks, microwave radio links, radar surveillance systems and business
systems.



Motorola, Inc., headquartered in Schaumburg, Illinois, designs, makes
and sells, mainly under the "Motorola" brand name, two-way land mobile
communication systems, paging and wireless data systems, personal
communications equipment and systems; semiconductors; and electronic
equipment for military and aerospace use.



Nokia Oy (ADR), headquartered in Espoo, Finland, supplies telecom-
munications systems and equipment, including mobile phones, battery
chargers for mobile phones, computer monitors, multimedia network
terminals and satellite receivers. The company provides its products
and services worldwide.



QUALCOMM Incorporated, headquartered in San Diego, California, designs,
develops, makes, sells, licenses and operates advanced communications
systems and products based on proprietary digital wireless technology.
The company's products include "CDMA" integrated circuits, wireless
phones and infrastructure products, transportation management
information systems and ground stations, and phones for the low-earth-
orbit satellite communications system.


Equity Securities Selected for Leading Brands Select Portfolio, Series 8
               and Leading Brands Portfolio, Series 8

Both the Leading Brands Select Portfolio, Series 8 and the Leading
Brands Portfolio, Series 8 contain common stocks of the following
companies:


Apparel/Retail
______________



The Gap, Inc., headquartered in San Francisco, California, operates
specialty retail stores in the United States, Canada, France, Germany,
Japan and the United Kingdom. The company's stores sell casual apparel,
shoes and other accessories for men, women and children under a variety
of brand names, including "Gap," "GapKids," "babyGap," "Banana Republic"
and "Old Navy."



Jones Apparel Group, Inc., headquartered in Bristol, Pennsylvania,
designs, contracts for the manufacture of, and markets a broad range of
primarily better-priced women's suits, dresses and sportswear. The
company also sells clothing through "Jones" factory outlet stores and
full-price retail stores.



Beverages
_________



Anheuser-Busch Companies, Inc., headquartered in St. Louis, Missouri,
produces and distributes beer under brand names such as "Budweiser,"
"Busch" and "Michelob." The company also manufactures metal beverage

Page 5

containers, recycles metal and glass beverage containers, and operates
rice milling and barley seed processing plants. The company also owns
and operates theme parks.



The Coca-Cola Company, headquartered in Atlanta, Georgia, makes and
distributes soft drink concentrates and syrups; and also markets juice
and juice-drink products. The company's products are sold in 200
countries and include the leading soft drink products in most of these
countries.



LVMH (Louis Vuitton Moet Hennessy) (ADR), headquartered in Paris,
France, distributes luxury products including Dom Perignon and Moet &
Chandon champagnes; Hennessy and Hines cognacs; Louis Vuitton and Loewe
luggage, leather goods and accessories; and Christian Dior and Givenchy
perfumes and cosmetics. The company also has interests in the DFS and
Sephora retail groups.



PepsiCo, Inc., headquartered in Purchase, New York, markets and
distributes beverages including "Pepsi-Cola," "Diet Pepsi," "Pepsi Max,"
"Mountain Dew," "7UP," "Diet 7UP," "Mirinda," "Slice" and "Tropicana
Pure Premium." The company, which operates internationally, also makes
and distributes ready-to-drink Lipton tea products and snacks, with
"Frito-Lay" representing the North American business.



Consumer Electronics
____________________



Koninklijke (Royal) Philips Electronics N.V., headquartered in
Amsterdam, the Netherlands, makes lighting products; consumer
electronics; components and sub-systems; music and films, integrated
circuits and discrete semiconductors; and medical systems and business
electronics. The company markets its products worldwide.



Food
____



General Mills, Inc., headquartered in Minneapolis, Minnesota, makes and
markets a variety of consumer food products, including ready-to-eat
cereals, desserts, flour and baking mixes, dinner and side dish
products, snack products, beverages and yogurt products.



H.J. Heinz Company, headquartered in Pittsburgh, Pennsylvania,
manufactures, packages and sells processed food products throughout the
world. The company's products include ketchup, sauces/condiments, pet
food, seafood products, baby food, soups, lower-calorie products, bakery
products, frozen dinners and entrees, and frozen pizza. The company also
provides weight control services.



Hershey Foods Corporation, headquartered in Hershey, Pennsylvania,
manufactures, distributes and sells consumer food products. The company
produces and distributes a line of chocolate and non-chocolate,
confectionery and grocery products in the United States and
internationally.



Wm. Wrigley Jr. Company, headquartered in Chicago, Illinois, makes and
sells chewing gum, sold in the United States and abroad under the names
"Wrigley's Spearmint," "Doublemint," "Juicy Fruit," "Freedent," "Big
Red," "Winterfresh," "Extra," "Arrowmint," "Cool Crunch," "Dulce 16,"
"Orbit," "Big Boy," "Hubba Bubba" and "Big G."



Household Products
__________________



The Clorox Company, headquartered in Oakland, California, manufactures
and sells household products, including the brand names "Armor All,"
"Black Flag," "Brita," "Clorox," "Combat," "Fresh Step," "Glad," "Hidden
Valley," "Jonny Cat," "Kingsford," "Liquid-Plumr," "Pine-Sol," "S.O.S.,"
"STP," "Scoop Away" and "Tilex."



Colgate-Palmolive Company, headquartered in New York, New York, is an
international consumer products company. The company's products include
toothpaste, toothbrushes, shampoos, deodorants, bar and liquid soaps,
dishwashing liquid and laundry products, among others. The company's
brand names include "Ajax," "Colgate," "Fab," "Mennen," "Palmolive,"
"Prescription Diet," "Protex," "Science Diet" and "Soupline/Suavitel."



Kimberly-Clark Corporation, headquartered in Dallas, Texas, is an
international company which manufactures and markets tissue products,
personal care and healthcare products, as well as business,
correspondence and technical papers. The company sells its products
under the brand names, "Depend," "Huggies," "Kleenex," "Kotex," "Page"
and "Tecnol."



Procter & Gamble Company, headquartered in Cincinnati, Ohio,
manufactures consumer products worldwide, including detergents, fabric
conditioners and hard surface cleaners; products for personal cleansing,
oral care, digestive health, hair and skin; paper tissue, disposable
diapers, and pharmaceuticals; and shortenings, oils, snacks, baking
mixes, peanut butter, coffee, drinks and citrus products.



Leisure
_______



The Walt Disney Company, headquartered in Burbank, California, operates
as a diversified international entertainment company with operations
consisting of filmed entertainment, theme parks and resorts and consumer
products. Disney also has broadcasting (including Capital Cities/ABC,
Inc.) and publishing operations.



Harley-Davidson, Inc., headquartered in Milwaukee, Wisconsin, designs,
manufactures and sells heavyweight touring and custom motorcycles and
related products and accessories internationally. The company also
provides financing and insurance services for its products.



Pharmaceuticals
_______________



Bristol-Myers Squibb Company, headquartered in New York, New York,
through divisions and subsidiaries, produces and distributes
pharmaceutical and non-prescription health products, toiletries and
beauty aids, and medical devices.


Page 6



Johnson & Johnson, headquartered in New Brunswick, New Jersey, makes and
sells pharmaceuticals, personal healthcare products, medical and
surgical equipment, and contact lenses.



Pfizer Inc., headquartered in New York, New York, produces and
distributes anti-infectives, anti-inflammatory agents, cardiovascular
agents, antifungal drugs, central nervous system agents, orthopedic
implants, food science products, animal health products, toiletries,
baby care products, dental rinse and other proprietary health items.



Schering-Plough Corporation, headquartered in Madison, New Jersey,
develops, makes and markets pharmaceutical and healthcare products
worldwide. Products include prescription drugs, animal health products
and over-the-counter foot care and sun care products.



Restaurants
___________



McDonald's Corporation, headquartered in Oak Brook, Illinois, develops,
franchises, operates and services a worldwide system of quick-service
restaurants under the name "McDonald's." The company's restaurants
prepare, assemble, package and sell a limited menu of moderately-priced
foods including hamburgers, chicken, salads, breakfast foods and
beverages.



Starbucks Corporation, headquartered in Seattle, Washington, buys and
roasts whole bean coffees and sells its own brand of specialty coffee.
The company has retail operations in North America and the Pacific Rim.
The company also produces and sells the bottled "Frappucino" coffee
drink and a line of ice creams.



Toiletries/Cosmetics
____________________



Avon Products, Inc., headquartered in New York, New York, makes and
markets beauty and related products, which include cosmetics, fragrances
and toiletries; gifts and decorative products; apparel; and fashion
jewelry and accessories.



The Gillette Company, headquartered in Boston, Massachusetts, is a
worldwide manufacturer of grooming products, writing instruments and
correction products, toothbrushes and oral care appliances, and alkaline
batteries.


    Equity Securities Selected for Software Innovations 2000 Select
Portfolio, Series 4 and Software Innovations 2000 Portfolio, Series 4

Both the Software Innovations 2000 Select Portfolio, Series 4 and the
Software Innovations 2000 Portfolio, Series 4 contain common stocks of
the following companies:


Application Software
____________________



Adobe Systems Incorporated, headquartered in San Jose, California,
develops, markets and supports computer software products and
technologies that enable users to express and use information across all
print and electronic media.



Amdocs Limited, headquartered in Chesterfield, Missouri, provides
computer systems integration and related services for the
telecommunications industry. The company markets computer software
products and related services to telecommunications companies throughout
the world.



Comverse Technology, Inc., headquartered in Woodbury, New York, makes
and sells computer and telecommunications systems for multimedia
communications and information processing applications. The company's
products are used by telephone network operators, government agencies,
call centers, financial institutions and other public and commercial
organizations worldwide.



Gemstar-TV Guide International, Inc., headquartered in Pasadena,
California, develops, markets and licenses proprietary technologies and
systems that simplify and enhance the viewing and recording of video and
television programming.



Inktomi Corporation, headquartered in Foster City, California, develops
and markets scalable Internet software. The company's products are
designed to enhance the performance and intelligence of large scale
networks and include search engine, shopping engine and traffic service
network caching products.



Macromedia, Inc., headquartered in San Francisco, California, develops,
markets and supports an integrated line of multimedia and graphic arts
software tools for designing, authoring and producing multimedia and
digital arts products on Windows and Macintosh platforms.



Microsoft Corporation, headquartered in Redmond, Washington, develops,
manufactures, licenses and supports a wide range of software products.
The company offers operating system software, server application
software, business and consumer applications software, software
development tools and Internet and intranet software. "Windows" is the
company's flagship PC operating system. The company also develops the
MSN network of Internet products and services.



Paychex, Inc., headquartered in Rochester, New York, provides payroll
processing, human resource and benefits outsourcing solutions for small-
to medium-sized businesses nationwide.



Phone.com, Inc., headquartered in Redwood City, California, provides
software to deliver Internet-based services to mass-market wireless
telephones. The company's product provides access to Internet services
and intranet-based services, including news, stocks, e-mail, travel,
weather, and sports to wireless subscribers.



RealNetworks, Inc., headquartered in Seattle, Washington, develops and
markets software products and services designed to enable users of

Page 7

personal computers and other digital devices to send and receive real-
time media using today's infrastructure. The company's products and
services include, "RealSystem G2," "Real Broadcast Network" and
"RealJukebox."



Computer Data Security Software
_______________________________



Check Point Software Technologies Ltd., headquartered in Ramat-Gan,
Israel, develops, sells and supports secure enterprise networking
solutions. The company's integrated architecture includes network
security ("FireWall-1," "VPN-1," "Open Security Manager" and "Provider-
1"), traffic control ("FloodGate-1" and "ConnectControl") and Internet
protocol address management ("Meta IP").



VeriSign, Inc., headquartered in Mountain View, California, provides
digital certificate solutions and infrastructure needed by companies,
government agencies, trading partners and individuals to conduct trusted
and secure communications and commerce over the Internet and over
intranets and extranets using the Internet Protocol.



e-Business Software
___________________



Ariba, Inc., headquartered in Sunnyvale, California, provides Internet-
and intranet-based business-to-business e-commerce solutions for
operating resources that include information technology and
telecommunications equipment, professional services, facilities and
office equipment, and expense items.



BEA Systems, Inc., headquartered in San Jose, California, markets and
supports software used by large organizations to enable and support
their most critical business processes. The company's products have been
adopted in a wide variety of industries, including telecommunications,
banking and finance, manufacturing, retail and transportation.



BroadVision, Inc., headquartered in Redwood City, California, develops,
markets and supports application software solutions. The company
provides an integrated software application system, "BroadVision One-To-
One," that enables businesses to create applications for interactive
marketing and selling services on the World Wide Web.



Commerce One, Inc., headquartered in Walnut Creek, California, provides
business-to-business electronic procurement solutions. The company's
"The Commerce Chain Solution" dynamically links buying and supplying
organizations into real-time trading communities, increasing efficiency
and significantly reducing operational costs across the entire indirect
supply chain.



FreeMarkets, Inc., headquartered in Pittsburgh, Pennsylvania, creates
customized business-to-business online auctions for buyers of industrial
parts, raw materials and commodities. The company's "BidWare Internet"
technology helps large industrial buyers obtain lower prices. In a
"FreeMarkets" online auction, suppliers from around the world can submit
bids in a real-time, interactive competition.



Peregrine Systems, Inc., headquartered in San Diego, California,
develops integrated suites of packaged infrastructure management
application software which automate the management of complex,
enterprise-wide information and infrastructure assets. The company's
primary products are "ServiceCenter" and "AssetCenter."



Enterprise Software
___________________



Cognos, Inc., headquartered in Ottawa, Ontario, Canada, develops, sells
and supports computer software tools, including tools that address the
client/server market; and provides education, consulting, and technical
support services to support the customers' implementation and ongoing
use of its software products.



i2 Technologies, Inc., headquartered in Dallas, Texas, provides supply
chain management software, which encompasses the planning and scheduling
of manufacturing and related logistics from raw materials procurement
through work-in-process to customer delivery. The company's product,
"RHYTHM," generates integrated solutions to planning and scheduling
problems.



Mercury Interactive Corporation, headquartered in Sunnyvale, California,
develops, markets and supports a family of automated client/server and
Web-based system (Internet and intranets) tools for testing business-
critical enterprise applications.



Oracle Corporation, headquartered in Redwood City, California, designs,
develops, markets and supports computer software products with a wide
variety of uses, including database management, application development
and business intelligence, and business applications.



SAP AG (ADR), headquartered in Walldorf, Germany, is one of the largest
enterprise software companies in the world. The company develops
business software, consults on organizational usage of its applications
software and provides training services.



Siebel Systems, Inc., headquartered in San Mateo, California, designs,
sells and supports enterprise-class sales and marketing information
software systems. The company also designs, develops and markets a Web-
based application software product.



VERITAS Software Corporation, headquartered in Mountain View,
California, designs, develops, markets and supports enterprise data
storage management and high availability products for open system
environments.


We have obtained the foregoing descriptions from sources we deem
reliable. We have not independently verified the provided information
either in terms of accuracy or completeness.

Page 8


               CONTENTS OF REGISTRATION STATEMENT

A.   Bonding Arrangements of Depositor:

     Nike Securities L.P. is covered by a Brokers' Fidelity Bond,
     in  the  total  amount  of  $1,000,000,  the  insurer  being
     National Union Fire Insurance Company of Pittsburgh.

B.   This Registration Statement on Form S-6 comprises the
     following papers and documents:

     The facing sheet

     The Prospectus

     The signatures

     Exhibits




                               S-1
                           SIGNATURES

     The  Registrant, FT 448, hereby identifies The  First  Trust
Special  Situations  Trust, Series 4;  The  First  Trust  Special
Situations  Trust, Series 18; The First Trust Special  Situations
Trust,  Series  69;  The  First Trust Special  Situations  Trust,
Series 108; The First Trust Special Situations Trust, Series 119;
The First Trust Special Situations Trust, Series 190; FT 286; The
First  Trust Combined Series 272; FT 412; and FT 438 for purposes
of  the  representations required by Rule 487 and represents  the
following:

     (1)   that the portfolio securities deposited in the  series
as  to  the  securities of which this Registration  Statement  is
being  filed  do  not differ materially in type or  quality  from
those deposited in such previous series;

     (2)   that,  except to the extent necessary to identify  the
specific  portfolio  securities  deposited  in,  and  to  provide
essential  financial information for, the series with respect  to
the  securities  of  which this Registration Statement  is  being
filed,  this  Registration Statement does not contain disclosures
that  differ in any material respect from those contained in  the
registration statements for such previous series as to which  the
effective date was determined by the Commission or the staff; and

     (3)  that it has complied with Rule 460 under the Securities
Act of 1933.

     Pursuant to the requirements of the Securities Act of  1933,
the  Registrant,  FT  448,  has duly  caused  this  Amendment  to
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the Village  of  Lisle
and State of Illinois on August 10, 2000.

                              FT 448

                              By   NIKE SECURITIES L.P.
                                        Depositor




                              By   Robert M. Porcellino
                                   Senior Vice President

                               S-2

     Pursuant to the requirements of the Securities Act of  1933,
this  Amendment  to the Registration Statement  has  been  signed
below  by  the following person in the capacity and on  the  date
indicated:

       NAME                TITLE*                 DATE

David J. Allen       Sole Director       )
                     of Nike Securities  )
                     Corporation, the    )   August 10, 2000
                     General Partner of  )
                     Nike Securities L.P.                )
                                         )
                                         )
                                         )   Robert M. Porcellino
                                         )   Attorney-in-Fact**
                                         )
                                         )




       *     The title of the person named herein represents  his
       capacity  in  and  relationship to Nike  Securities  L.P.,
       Depositor.

       **    An  executed copy of the related power  of  attorney
       was  filed with the Securities and Exchange Commission  in
       connection  with the Amendment No. 1 to Form  S-6  of  The
       First  Trust  Combined Series 258 (File No. 33-63483)  and
       the same is hereby incorporated herein by this reference.

                               S-3
                 CONSENT OF INDEPENDENT AUDITORS

     We  consent  to the reference to our firm under the  caption
"Experts" and to the use of our report dated August 10,  2000  in
Amendment  No. 1 to the Registration Statement (Form  S-6)  (File
No. 333-42872) and related Prospectus of FT 448.



                                               ERNST & YOUNG LLP


Chicago, Illinois
August 10, 2000


                       CONSENTS OF COUNSEL

     The  consents  of counsel to the use of their names  in  the
Prospectus  included  in  this  Registration  Statement  will  be
contained  in their respective opinions to be filed  as  Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.


              CONSENT OF FIRST TRUST ADVISORS L.P.

     The  consent of First Trust Advisors L.P. to the use of  its
name  in  the  Prospectus included in the Registration  Statement
will be filed as Exhibit 4.1 to the Registration Statement.




                               S-4
                          EXHIBIT INDEX

1.1      Form  of Standard Terms and Conditions of Trust for  The
         First  Trust  Special Situations Trust,  Series  22  and
         certain  subsequent Series, effective November 20,  1991
         among  Nike Securities L.P., as Depositor, United States
         Trust   Company  of  New  York  as  Trustee,  Securities
         Evaluation Service, Inc., as Evaluator, and First  Trust
         Advisors  L.P. as Portfolio Supervisor (incorporated  by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         43693]  filed  on  behalf  of The  First  Trust  Special
         Situations Trust, Series 22).

1.1.1    Form of Trust Agreement for FT 448 among Nike Securities
         L.P.,  as  Depositor,  The  Chase  Manhattan  Bank,   as
         Trustee,  First  Trust Advisors L.P., as Evaluator,  and
         First Trust Advisors L.P., as Portfolio Supervisor.

1.2      Copy  of  Certificate  of Limited  Partnership  of  Nike
         Securities L.P. (incorporated by reference to  Amendment
         No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
         The First Trust Special Situations Trust, Series 18).

1.3      Copy   of   Amended  and  Restated  Limited  Partnership
         Agreement  of  Nike  Securities  L.P.  (incorporated  by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         42683]  filed  on  behalf  of The  First  Trust  Special
         Situations Trust, Series 18).

1.4      Copy  of  Articles of Incorporation of  Nike  Securities
         Corporation,  the  general partner  of  Nike  Securities
         L.P.,  Depositor (incorporated by reference to Amendment
         No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
         The First Trust Special Situations Trust, Series 18).

1.5      Copy  of  By-Laws  of Nike Securities  Corporation,  the
         general  partner  of  Nike  Securities  L.P.,  Depositor
         (incorporated by reference to Amendment No. 1 to Form S-
         6 [File No. 33-42683] filed on behalf of The First Trust
         Special Situations Trust, Series 18).

1.6      Underwriter  Agreement  (incorporated  by  reference  to
         Amendment No. 1 to Form S-6 [File No. 33-44855] filed on
         behalf  of  The  First Trust Special  Situations  Trust,
         Series 19).

2.1      Copy  of  Certificate of Ownership (included in  Exhibit
         1.1 filed herewith on page 2 and incorporated herein  by
         reference).

2.2     Copy  of  Code  of Ethics (incorporated by  reference  to
        Amendment  No.  1 to form S-6 [File No. 333-31176]  filed
        on behalf of FT 415).
                               S-5

3.1      Opinion  of  counsel as to legality of securities  being
         registered.

3.2      Opinion  of counsel as to Federal income tax  status  of
         securities being registered.

3.3      Opinion  of counsel as to New York income tax status  of
         securities being registered.

3.4      Opinion  of  counsel  as  to  advancement  of  funds  by
         Trustee.

4.1      Consent of First Trust Advisors L.P.

6.1      List  of  Directors and Officers of Depositor and  other
         related   information  (incorporated  by  reference   to
         Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
         behalf  of  The  First Trust Special  Situations  Trust,
         Series 18).

7.1      Power  of  Attorney executed by the Director  listed  on
         page S-3 of this Registration Statement (incorporated by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         63483]  filed  on  behalf of The  First  Trust  Combined
         Series 258).


                               S-6




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